WisdomTree, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of December 31, 2023, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a -15 (b) promulgated under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective at a reasonable assurance level in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules, regulations and forms of the SEC, including ensuring that such material information is accumulated by and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting During the quarter ended December 31, 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Report of Management on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a -15 (f) and 15d -15 (f) under the Exchange Act. In order to evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. Based on the assessment, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included herein. 74 Table of Contents ITEM 9B. OTHER INFORMATION 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 ). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. 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 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 . 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. 75 Table of Contents ITEM 11. 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. ITEM 12. 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. ITEM 13. 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. ITEM 14. 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. PART IV ITEM 15. EXHIBITS; FINANCIAL STATEMENT SCHEDULES (a). The following are filed as part of this Report: 1. Consolidated Financial Statements : The consolidated financial statements and reports of independent registered public accounting firm required by this item are included beginning on page F -1 . 2. Financial Statement Schedules : None. All other schedules are omitted because they are not applicable or not required, or because the required information is shown either in the consolidated financial statements or in the notes thereto. (b). Exhibits: 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. ITEM 16. FORM 10-K SUMMARY None. 76 Table of Contents WISDOMTREE, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-5 Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021 F-6 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021 F-7 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021 F-8 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 F-9 Notes to Consolidated Financial Statements F-11 F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of WisdomTree, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of WisdomTree, Inc. 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, 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 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 Description of the Matter At December 31, 2023, the Company held indefinite -lived intangible assets related to the right to manage assets under management through customary advisory agreements, which have no expiration date, in connection with the ETFS acquisition, with an aggregate carrying value of $601,247,000. As described in Notes 2 and 24 to the consolidated financial statements, these assets were assessed for impairment based upon a quantitative test. Indefinite -lived intangible assets are impaired if their estimated fair values are less than their carrying values. The Company determined the fair value of its ETFS intangible assets using an income approach (discounted cash flow analysis) with significant unobservable inputs that included the weighted average cost of capital and projected revenue growth rates. F-2 Table of Contents Auditing the Company’s quantitative impairment assessment for its ETFS indefinite -lived intangible assets was complex due to the significant unobservable inputs required in determining fair value. In particular, the fair value estimate of the ETFS indefinite -lived intangible assets 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 indefinite -lived intangible asset impairment assessment process. This included controls around 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 Company’s quantitative impairment assessment of ETFS indefinite -lived intangible assets, our audit procedures included, among others, evaluating the Company’s selection of its fair value methodology, testing the significant unobservable inputs used in the valuation model, evaluating the clerical accuracy of the valuation model and testing the completeness and accuracy of the underlying data used by the Company to determine fair value. For example, we agreed certain inputs used to calculate the weighted average cost of capital to market data. We compared the projected revenue growth rates to the Company’s historical results, to those of other guideline public companies in the same industry, and to historical returns for the underlying asset classes. In addition, we assessed the accuracy of the Company’s historical projections by comparing them to actual operating results. We involved our valuation specialists to assist in our evaluation of the Company’s valuation model, the weighted average cost of capital used by the Company and the comparability of the guideline public companies selected by the Company and to calculate an independent estimate of the indefinite -lived intangible assets which we compared to the Company’s fair value estimate. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2010. New York, New York February 23, 2024 F-3 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of WisdomTree, Inc. Opinion on Internal Control Over Financial Reporting We have audited WisdomTree, Inc. and subsidiaries’ 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) (the COSO criteria). In our opinion, WisdomTree, Inc. 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. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP New York, New York February 23, 2024 F-4 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands, Except Per Share Amounts) December 31, 2023 December 31, 2022 Assets Current assets: Cash and cash equivalents (including $ 5,007 and $ 0 invested in WisdomTree Government Money Market Digital Fund at December 31, 2023 and 2022, respectively) $ 129,305 $ 132,101 Financial instruments owned, at fair value (including $ 47,559 and $ 25,283 invested in WisdomTree products at December 31, 2023 and 2022, respectively) 58,722 126,239 Accounts receivable (including $ 28,511 and $ 24,139 due from related parties at December 31, 2023 and 2022, respectively) 35,473 30,549 Prepaid expenses 5,258 4,684 Other current assets 1,036 390 Total current assets 229,794 293,963 Fixed assets, net 427 544 Indemnification receivable (Note 22) — 1,353 Securities held-to-maturity 230 259 Deferred tax assets, net 11,057 10,536 Investments (Note 7) 9,684 35,721 Right of use assets—operating leases (Note13) 563 1,449 Goodwill (Note 24) 86,841 85,856 Intangible assets, net (Note 24) 605,082 603,567 Other noncurrent assets 459 571 Total assets $ 944,137 $ 1,033,819 Liabilities and stockholders’ equity Liabilities Current liabilities: Fund management and administration payable $ 30,085 $ 36,521 Compensation and benefits payable 38,111 24,121 Payable to Gold Bullion Holdings (Jersey) Limited (“GBH”) (Note 12) 14,804 — Income taxes payable 3,866 1,599 Operating lease liabilities (Note 13) 578 1,125 Convertible notes—current (Note 10) — 59,197 Deferred consideration—gold payments (Note 9) — 16,796 Accounts payable and other liabilities 15,772 9,075 Total current liabilities 103,216 148,434 Convertible notes (Note 10) 274,888 262,019 Payable to GBH (Note 12) 24,328 — Deferred consideration—gold payments (Note 9) — 183,494 Operating lease liabilities (Note 13) — 339 Other noncurrent liabilities (Note 22) — 1,353 Total liabilities 402,432 595,639 Preferred stock—Series A Non-Voting Convertible, par value $ 0.01 ; 14.750 shares authorized, issued and outstanding; redemption value of $ 96,869 and $ 77,969 at December 31, 2023 and 2022, respectively) (Note 11) 132,569 132,569 Contingencies (Note 14) Stockholders’ equity Preferred stock, par value $ 0.01 ; 2,000 shares authorized: — — Common stock, par value $ 0.01 ; 400,000 shares authorized; issued and outstanding: 150,330 and 146,517 at December 31, 2023 and 2022, respectively 1,503 1,465 Additional paid-in capital 312,440 291,847 Accumulated other comprehensive loss ( 548 ) ( 1,420 ) Retained earnings 95,741 13,719 Total stockholders’ equity 409,136 305,611 Total liabilities and stockholders’ equity $ 944,137 $ 1,033,819 The accompanying notes are an integral part of these consolidated financial statements F-5 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Statements of Operations (In Thousands, Except Per Share Amounts) Year Ended December 31, 2023 2022 2021 Operating Revenues: Advisory fees $ 333,227 $ 293,632 $ 298,052 Other income 15,808 7,713 6,266 Total revenues 349,035 301,345 304,318 Operating Expenses: Compensation and benefits 109,532 97,897 88,163 Fund management and administration 71,348 64,761 58,912 Marketing and advertising 17,256 15,302 14,090 Sales and business development 13,584 11,871 9,907 Contractual gold payments (Note 9) 6,069 17,108 17,096 Professional fees 18,969 13,800 7,616 Occupancy, communications and equipment 4,684 3,898 4,629 Depreciation and amortization 872 262 738 Third-party distribution fees 9,377 7,656 7,176 Other 9,852 8,705 6,933 Total operating expenses 261,543 241,260 215,260 Operating income 87,492 60,085 89,058 Other Income/(Expenses): Interest expense ( 15,242 ) ( 14,935 ) ( 12,332 ) Gain on revaluation/termination of deferred consideration—gold payments (Note 9) 61,953 27,765 2,018 Interest income 4,099 3,320 2,009 Impairments (Note 26) ( 7,942 ) — ( 16,156 ) Loss on extinguishment of debt (Note 10) ( 9,721 ) — — Other losses, net ( 1,631 ) ( 36,285 ) ( 7,926 ) Income before income taxes 119,008 39,950 56,671 Income tax expense/(benefit) 16,462 ( 10,734 ) 6,874 Net income $ 102,546 $ 50,684 $ 49,797 Earnings per share—basic $ 0.66 $ 0.31 $ 0.31 Earnings per share—diluted $ 0.64 $ 0.31 $ 0.31 Weighted-average common shares—basic 144,707 143,020 143,847 Weighted-average common shares—diluted 170,413 158,914 161,263 Cash dividends declared per common share $ 0.12 $ 0.12 $ 0.12 The accompanying notes are an integral part of these consolidated financial statements F-6 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (In Thousands) Year Ended December 31, 2023 2022 2021 Net income $ 102,546 $ 50,684 $ 49,797 Other comprehensive income/(loss) Foreign currency translation adjustment, net of income taxes 872 ( 2,102 ) ( 420 ) Other comprehensive income/(loss) 872 ( 2,102 ) ( 420 ) Comprehensive income $ 103,418 $ 48,582 $ 49,377 The accompanying notes are an integral part of these consolidated financial statements F-7 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders’ Equity (In Thousands) Series C Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income/(Loss) (Accumulated Deficit)/Retained Earnings Total Shares Issued Par Value Shares Issued Par Value Balance—December 31, 2020 — $ — 148,716 $ 1,487 $ 317,075 $ 1,102 $ ( 53,399 ) $ 266,265 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) — — — — ( 3,682 ) — 616 ( 3,066 ) Balance—January 1, 2021 (as adjusted) 148,716 $ 1,487 313,393 $ 1,102 $ ( 52,783 ) $ 263,199 Restricted stock issued and vesting of restricted stock units, net — — 1,369 13 ( 13 ) — — — Shares repurchased — — ( 5,121 ) ( 51 ) ( 34,455 ) — — ( 34,506 ) Exercise of stock options, net — — 143 2 813 — — 815 Stock-based compensation — — — — 9,998 — — 9,998 Other comprehensive loss — — — — — ( 420 ) — ( 420 ) Dividends — — — — — — ( 19,459 ) ( 19,459 ) Net income — — — — — — 49,797 49,797 Balance—December 31, 2021 — — 145,107 $ 1,451 $ 289,736 $ 682 $ ( 22,445 ) $ 269,424 Restricted stock issued and vesting of restricted stock units, net — — 2,003 20 ( 20 ) — — — Shares repurchased — — ( 593 ) ( 6 ) ( 3,412 ) — — ( 3,418 ) Stock-based compensation — — — — 10,385 — — 10,385 Other comprehensive loss — — — — — ( 2,102 ) — ( 2,102 ) Dividends — — — — ( 4,842 ) — ( 14,520 ) ( 19,362 ) Net income — — — — — — 50,684 50,684 Balance—December 31, 2022 — — 146,517 $ 1,465 $ 291,847 $ ( 1,420 ) $ 13,719 $ 305,611 Restricted stock issued and vesting of restricted stock units, net — — 3,412 34 ( 34 ) — — — Shares issued in connection with convertible notes that matured on June 15, 2023 (Note 10) — — 1,037 10 35 — — 45 Shares issued in connection with termination of the deferred consideration—gold payments obligation, net of issuance costs (Note 9) 13 — — — 86,801 — — 86,801 Shares repurchased that were issued in connection with termination of the deferred consideration—gold payments obligation, net of issuance costs (Notes 12 and 23) ( 13 ) — — — ( 78,835 ) — — ( 78,835 ) Shares repurchased — — ( 636 ) ( 6 ) ( 3,564 ) — — ( 3,570 ) Stock-based compensation — — — — 16,190 — — 16,190 Other comprehensive income — — — — — 872 — 872 Dividends — — — — — — ( 20,524 ) ( 20,524 ) Net income — — — — — — 102,546 102,546 Balance—December 31, 2023 — — 150,330 1,503 312,440 ( 548 ) 95,741 409,136 The accompanying notes are an integral part of these consolidated financial statements F-8 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In Thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities: Net income $ 102,546 $ 50,684 $ 49,797 Adjustments to reconcile net income to net cash provided by operating activities: Gain on revaluation of deferred consideration—gold payments ( 61,953 ) ( 27,765 ) ( 2,018 ) Advisory fees received in gold and other precious metals ( 49,400 ) ( 57,290 ) ( 74,970 ) Stock-based compensation 16,190 10,385 9,998 Loss on extinguishment of debt 9,721 — — Impairments 7,942 — 16,156 Contractual gold payments 6,069 17,108 17,096 Amortization of issuance costs—convertible notes 1,817 2,592 2,187 Amortization of right of use asset 1,285 963 1,950 Depreciation and amortization 872 262 738 Losses on financial instruments owned, at fair value 517 16,516 3,715 Deferred income taxes ( 481 ) ( 1,296 ) 316 Imputed interest on payable to GBH 297 — — Losses on investments 242 — — Gain on sale—Canadian ETF business, including remeasurement of contingent consideration — — ( 787 ) Other — ( 1,984 ) ( 272 ) Changes in operating assets and liabilities: Accounts receivable ( 6,212 ) ( 720 ) ( 3,506 ) Prepaid expenses ( 518 ) ( 808 ) ( 139 ) Gold and other precious metals 42,150 41,847 57,417 Other assets 281 ( 309 ) ( 394 ) Fund management and administration payable 5,837 3,723 1,348 Compensation and benefits payable 1,209 4,485 10,242 Income taxes payable 2,260 ( 2,308 ) 3,101 Operating lease liabilities ( 1,284 ) ( 965 ) ( 15,560 ) Accounts payable and other liabilities 6,213 ( 33 ) ( 1,097 ) Net cash provided by operating activities 85,600 55,087 75,318 Cash flows from investing activities: Purchase of financial instruments owned, at fair value ( 57,364 ) ( 67,734 ) ( 115,526 ) Purchase of investments ( 11,228 ) ( 21,863 ) ( 5,750 ) Cash paid—software development ( 2,149 ) — — Cash paid—acquisition of Securrency Transfers, Inc. (net of cash acquired) ( 985 ) — — Purchase of fixed assets ( 113 ) ( 220 ) ( 293 ) Proceeds from the sale of financial instruments owned, at fair value 123,564 52,115 19,441 Proceeds from the exit from investment in Securrency, Inc. 28,818 — — Proceeds from receipt of contingent consideration related to the sale of Canadian ETF business 1,477 — 2,360 Proceeds from held-to-maturity securities maturing or called prior to maturity 29 45 136 Net cash provided by/(used in) investing activities 82,049 ( 37,657 ) ( 99,632 ) F-9 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Statements of Cash Flows—(Continued) (In Thousands) Year Ended December 31, 2023 2022 2021 Cash flows from financing activities: Repurchase and maturity of convertible notes ( 184,272 ) — — Termination of deferred consideration—gold payments ( 50,005 ) — — Repurchase of Series C Preferred Stock ( 40,000 ) — — Dividends paid ( 20,144 ) ( 19,362 ) ( 19,459 ) Shares repurchased ( 3,570 ) ( 3,418 ) ( 34,506 ) Issuance costs—convertible notes ( 3,548 ) — ( 4,297 ) Issuance costs—Series C Preferred Stock ( 97 ) — — Proceeds from the issuance of convertible notes (Note 10) 130,000 — 150,000 Proceeds from exercise of stock options — — 815 Net cash (used in)/provided by financing activities ( 171,636 ) ( 22,780 ) 92,553 Increase/(decrease) in cash flow due to changes in foreign exchange rate 1,191 ( 3,258 ) ( 955 ) Net (decrease)/increase in cash and cash equivalents ( 2,796 ) ( 8,608 ) 67,284 Cash and cash equivalents—beginning of year 132,101 140,709 73,425 Cash and cash equivalents—end of year $ 129,305 $ 132,101 $ 140,709 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 16,156 $ 12,500 $ 8,456 Cash paid for interest $ 10,709 $ 12,313 $ 9,898 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 F-10 Table of Contents WisdomTree, Inc. and Subsidiaries Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) 1. 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, 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: • WisdomTree Asset Management, Inc. is a New York based investment adviser registered with the SEC, providing investment advisory and other management services to the WisdomTree Trust (“WTT”) and WisdomTree exchange -traded funds (“ETFs”). The WisdomTree ETFs are issued in the U.S. by WTT. 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 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 is a U.K. based company which is the legacy distributor of the WMAI ETPs and WisdomTree UCITS ETFs. These services are now provided directly by WTUK. 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 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. (“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. by WTDT. 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. (“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. F-11 Table of Contents • 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. 2. Significant Accounting Policies Basis of Presentation 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 presentation of the financial statements. The consolidated financial statements include the accounts of the Company’s wholly -owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Consolidation The Company consolidates entities in which it has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). The usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest. If the Company has a majority voting interest in a VOE, the entity is consolidated. The Company has a controlling financial interest in a VIE when the Company has a variable interest that provides it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company reassesses its evaluation of whether an entity is a VOE or VIE when certain reconsideration events occur. Segment and Geographic Information The Company, through its subsidiaries in the U.S. and Europe, conducts business as a single operating segment as an ETP sponsor and asset manager which is based upon the Company’s current organizational and management structure, as well as information used by the chief operating decision maker to allocate resources and other factors. Foreign Currency Translation Assets and liabilities of subsidiaries whose functional currency is not the U.S. dollar are translated based on the end of period exchange rates from local currency to U.S. dollars. 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 as a component of other comprehensive income/(loss). Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet dates and the reported amounts of revenues and expenses for the periods presented. Actual results could differ materially from those estimates. Revenue Recognition The Company earns substantially all of its revenue in the form of advisory fees from its ETPs and recognizes this revenue over time, as the performance obligation is satisfied. Advisory fees are based on a percentage of the ETPs’ average daily net assets. 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. F-12 Table of Contents Contractual Gold Payments 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 Marketing and advertising costs, including media advertising and production costs, are expensed when incurred. Depreciation and Amortization Depreciation and amortization is provided for using the straight -line method over the estimated useful lives of the related assets as follows: Equipment 3 to 5 years Internally -developed software 3 years The assets listed above are recorded at cost less accumulated depreciation and amortization. Stock-Based Awards Accounting for stock -based compensation requires the measurement and recognition of compensation expense for all equity awards based on estimated fair values. Stock -based compensation is measured based on the grant -date fair value of the award and is amortized over the relevant service period. Forfeitures are recognized when they occur. 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 ETPs and for including WisdomTree ETPs on third -party customer platforms and recognizes these expenses as incurred. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be classified as cash equivalents. The Company maintains deposits with financial institutions in an amount that is in excess of federally insured limits. Accounts Receivable Accounts receivable are customer and other obligations due under normal trade terms. The Company measures credit losses, if any, by applying historical loss rates, adjusted for current conditions and reasonable and supportable forecasts to amounts outstanding using the aging method. Impairment of Long-Lived Assets The Company performs a review for the impairment of long -lived assets when events or changes in circumstances indicate that the estimated undiscounted future cash flows expected to be generated by the assets are less than their carrying amounts or when other events occur which may indicate that the carrying amount of an asset may not be recoverable. 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 (“AFS”). These financial instruments are recorded on their trade date and are measured at fair value. All equity instruments that have readily determinable fair values are classified by the Company as trading. Debt instruments are classified based primarily on the Company’s intent to hold or sell the instrument. Changes in the fair value of debt instruments classified as trading and AFS are reported in other income/(expenses) and other comprehensive income, respectively, in the period the change occurs. Debt instruments classified as AFS are assessed for impairment on a quarterly basis and an estimate for credit loss is provided when the fair value of the AFS debt instrument is below its amortized cost basis. Credit -related impairments are recognized in earnings with a corresponding adjustment to the instrument’s amortized cost basis if the Company intends to sell the impaired AFS debt instrument or it is more likely than not the Company will be required to sell the instrument before recovering its amortized cost basis. Other credit -related impairments are recognized as an allowance with a corresponding adjustment to earnings. Impairments resulting from noncredit -related factors are recognized in other comprehensive income. Amounts recorded in other comprehensive income are reclassified into earnings upon sale of the AFS debt instrument using the specific identification method. F-13 Table of Contents 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. 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. Investments 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. In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the investee. Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment. Investments in debt instruments are accounted for at fair value, with changes in fair value reported in other income/(expenses). Goodwill Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date. The Company tests goodwill for impairment at least annually and at the time of a triggering event requiring re -evaluation , if one were to occur. Goodwill is considered impaired when the estimated fair value of the reporting unit that was allocated the goodwill is less than its carrying value. If the estimated fair value of such reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of goodwill. A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business for which discrete financial information is available and management regularly reviews the operating results of that component. Goodwill is allocated to the Company’s U.S. business and European business components. For impairment testing purposes, these components are aggregated as a single reporting unit as they fall under the same operating segment and have similar economic characteristics. Goodwill is assessed for impairment annually on November 30 th . When performing its goodwill impairment test, the Company considers a qualitative assessment, when appropriate, and a quantitative assessment using the market approach and its market capitalization when determining the fair value of the reporting unit. Intangible Assets Indefinite -lived intangible assets are tested for impairment at least annually and are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite -lived intangible assets are impaired if their estimated fair values are less than their carrying values. Finite -lived intangible assets, if any, are amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the Company. These intangible assets are tested for impairment at the time of a triggering event, if one were to occur. Finite -lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are less than their carrying amounts. F-14 Table of Contents The Company may rely on a qualitative assessment when performing its intangible asset impairment test. Otherwise, the impairment evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets. The annual impairment testing date for all of the Company’s intangible assets is November 30 th . Software Development Costs Software development costs incurred after the preliminary project stage is complete are capitalized if it is probable that the project will be completed and the software will be used as intended. Capitalized costs consist of employee compensation costs and fees paid to third parties who are directly involved in the application development efforts and are included in intangible assets, net in the Consolidated Balance Sheets. 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. Leases 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. 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 components. The Company has elected to apply this practical expedient to all lease contracts, where applicable. Deferred Consideration—Gold Payments 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. The Company accounts for convertible instruments as a single liability (applicable to the convertible notes) or equity with no separate accounting for embedded conversion features unless the conversion feature meets the criteria for accounting under the substantial premium model or does not qualify for a derivative scope exception. Interest expense is recognized using the effective interest method and includes amortization of issuance costs over the life of the debt. Contingencies The Company may be subject to reviews, inspections and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business. The Company evaluates the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which it is a party and accrues a loss contingency when the loss is probable and reasonably estimable. Contingent Payments The Company recognizes a gain on contingent payments when the contingency is resolved and the gain is realized. F-15 Table of Contents Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted -average number of common shares outstanding for the period. 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 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 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. Income Taxes 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. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. An accounting policy election is available to either account for the tax effects of GILTI in the period that is subject to such taxes or to provide deferred taxes for book and tax basis differences that upon reversal may be subject to such taxes. The Company accounts for the tax effects of these provisions in the period that is subject to such tax. 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. F-16 Table of Contents 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. Under the ASU, the accounting for convertible instruments was simplified by removing major separation models required under current GAAP. Accordingly, more convertible instruments are reported as a single liability or equity with no separate accounting for embedded conversion features. Certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception are removed and, as a result, more equity contracts will qualify for the scope exception. The ASU also simplifies the diluted earnings -per-share calculation in certain areas. Upon the adoption of this ASU, the Company reclassified the equity component related to the convertible notes, net of deferred taxes, reducing accumulated deficit by $ 616 , increasing the carrying value of the convertible notes by $ 4,088 , reducing additional paid -in capital by $ 3,682 and reducing deferred tax liabilities by $ 1,022 . These updates also reduced interest expense recognized on the Company’s convertible notes by approximately $ 420 per quarter and $ 1,680 for the year ended December 31, 2021 (Note 10) and the impact on earnings per share was negligible. 3. Cash and Cash Equivalents 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 $ 29,156 and $ 25,988 at December 31, 2023 and 2022, respectively. These requirements are generally satisfied by cash on hand. F-17 Table of Contents 4. Fair Value Measurements 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. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs reflect assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the transparency of inputs as follows: Level 1 — Quoted prices for identical instruments in active markets. Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model -derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 — Instruments whose significant drivers are unobservable. The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, and other characteristics particular to the transaction. 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. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The tables below summarize the categorization of the Company’s assets and liabilities measured at fair value. During the years ended December 31, 2023 and 2022, there were no transfers between Levels 2 and 3. December 31, 2023 Total Level 1 Level 2 Level 3 Assets: Recurring fair value measurements: Cash equivalents $ 50,226 $ 50,226 $ — $ — Financial instruments owned, at fair value: ETFs 35,181 35,181 — — Pass-through GSEs 10,240 — 10,240 — Other assets—seed capital (WisdomTree Digital Funds): U.S. treasuries 5,007 — 5,007 — Equities 6,337 6,337 — — Fixed income 1,957 1,008 949 — Total $ 108,948 $ 92,752 $ 16,196 $ — Non-recurring fair value measurements: Fnality International Limited—Series B-1 Preference Shares ( 1) 9,684 — — 9,684 Other investments ( 2 ) — — — — Total $ 9,684 $ — $ — $ 9,684 ____________ ​ (1) Fair value determined on October 31, 2023 (2) Fair value determined on September 30, 2023 F-18 Table of Contents December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Recurring fair value measurements: Cash equivalents $ 930 $ 930 $ — $ — Financial instruments owned, at fair value: ETFs 23,772 23,772 — — U.S. treasuries 2,980 2,980 — — Pass-through GSEs 96,837 23,290 73,547 — Fixed income 885 — 885 — Other assets—seed capital (WisdomTree Digital Funds): 1,765 — 1,765 — Investments in Convertible Notes Securrency, Inc.—convertible note (Note 7) 14,500 — — 14,500 Fnality International Limited—convertible note (Note 7) 6,921 — — 6,921 Total $ 148,590 $ 50,972 $ 76,197 $ 21,421 Non-recurring fair value measurements: Other investments ( 1) $ 312 $ — $ — $ 312 Liabilities: Recurring fair value measurements: Deferred consideration (Note 9) $ 200,290 $ — $ — $ 200,290 ____________ ​ (1) Fair value determined on May 10, 2022 Recurring Fair Value Measurements - Methodology 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 5) – Financial instruments owned are investments in ETFs, pass -through GSEs, U.S. treasuries, equities and fixed income. ETFs, U.S. 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. F-19 Table of Contents 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: Years Ended December 31, 2023 December 31, 2022 Investments in Convertible Notes (Note 7): Beginning balance $ 21,421 $ — Purchases 11,228 21,863 Settlements ( 28,818 ) — Conversions (1) ( 9,684 ) — Net realized gains/(losses) (2) 5,853 ( 442 ) Ending balance $ — $ 21,421 Deferred Consideration (Note 7): Beginning balance $ 200,290 $ 228,062 Net realized losses (3) 6,069 17,108 Net unrealized gains (4) ( 61,953 ) ( 27,765 ) Settlements ( 144,406 ) ( 17,115 ) Ending balance $ — $ 200,290 ____________ ​ (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. ​ (4) Recorded as gain on revaluation/termination of deferred consideration—gold payments in the Consolidated Statements of Operations. 5. Financial instruments owned These instruments consist of the following: December 31, 2023 December 31, 2022 Financial instruments owned: Trading securities $ 45,421 $ 124,474 Other assets—seed capital (WisdomTree Digital Funds) 13,301 1,765 Total $ 58,722 $ 126,239 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. 6. Securities Held-to-Maturity The following table is a summary of the Company’s securities held -to-maturity : December 31, 2023 December 31, 2022 Debt instruments: Pass-through GSEs (amortized cost) $ 230 $ 259 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. F-20 Table of Contents The following table summarizes unrealized gains, losses, and fair value (classified as Level 2 within the fair value hierarchy) of securities held -to-maturity : December 31, 2023 2022 Cost/amortized cost $ 230 $ 259 Gross unrealized losses ( 15 ) ( 20 ) Gross unrealized gains — — Fair value $ 215 $ 239 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. The following table sets forth the maturity profile of the securities held -to-maturity ; however, these securities may be called prior to maturity date: December 31, 2023 2022 Due within one year $ — $ — Due one year through five years — — Due five years through ten years 22 27 Due over ten years 208 232 Total $ 230 $ 259 7. Investments The following table sets forth the Company’s investments: December 31, 2023 December 31, 2022 Carrying Value Cost Carrying Value Cost Securrency, Inc.: Series A Shares $ — $ — $ 8,488 $ 8,112 Series B Shares — — 5,500 5,500 Convertible note — — 14,500 15,000 Subtotal—Securrency, Inc. — — 28,488 28,612 Fnality International Limited: Convertible note — — 6,921 6,863 Series B-1 Preference Shares 9,684 8,091 — — Subtotal—Fnality International Limited 9,684 8,091 6,921 6,863 Other investments — 250 312 250 Total $ 9,684 $ 8,341 $ 35,721 $ 35,725 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. F-21 Table of Contents Disclosures Pertaining to December 31, 2022 Preferred Stock 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. 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 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): Inputs June 9, 2021 March 8, 2021 Expected volatility 50 % 55 % Time to exit (in years) 4.75 5.00 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 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. F-22 Table of Contents 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: December 31, 2022 Conversion of note upon a future equity financing 60 % Redemption of note upon a corporate transaction 25 % Default 15 % Time to potential outcome (in years) 0.33 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): December 31, 2023 Expected volatility 60 % Time to exit (in years) 5.00 Probability that Series B-2 Preference Shares convert into Series B-1 Preference Shares 75 % 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. F-23 Table of Contents 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. 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: December 31, 2022 Conversion of note upon a future financing round 85 % Redemption of note upon a change of control 10 % Default 5 % Time to potential outcome (in years) 0.25 Other Investments During the year ended December 31, 2023, the Company recognized an impairment of $ 312 on its other investments. 8. Fixed Assets, net The following table summarizes fixed assets: December 31, 2023 2022 Equipment $ 1,097 $ 962 Less: accumulated depreciation ( 670 ) ( 418 ) Total $ 427 $ 544 9. 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. F-24 Table of Contents 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 $ 1,858 Forward-looking gold price (high)—per ounce $ 3,126 Forward-looking gold price (weighted average)—per ounce $ 2,237 Discount rate 11.0 % Perpetual growth rate 1.3 % The forward -looking gold prices at December 31, 2022 were extrapolated from the last observable CMX exchange price (beyond 2028) and the weighted -average price per ounce was derived from the relative present values of the annual payment obligations. 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. 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 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: Years Ended December 31, 2023 2022 2021 Contractual gold payments $ 6,069 $ 17,108 $ 17,096 Contractual gold payments—gold ounces paid 3,167 9,500 9,500 Gain on revaluation/termination of deferred consideration—gold payments ( 1 ) $ 61,953 $ 27,765 $ 2,018 ____________ ​ (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. 10. Convertible Notes 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”). F-25 Table of Contents 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: 2023 Notes 2021 Notes Principal outstanding $ 130,000 $ 150,000 Maturity date (unless earlier converted, repurchased or redeemed) August 15, 2028 June 15, 2026 Interest rate 5.75 % 3.25 % Conversion price $ 9.54 $ 11.04 Conversion rate 104.8658 90.5797 Redemption price $ 12.40 $ 14.35 • Interest rate: 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 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; (iii) upon a notice of redemption delivered by the Company in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after May 15, 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: Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted. At its election, the Company will also settle its conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in either cash, shares of its common stock or a combination of cash and shares of its common stock. • Redemption price: The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after August 20, 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. F-26 Table of Contents • Limited investor put rights: Holders of the Convertible Notes have the right to require the Company to repurchase for cash all or a portion of their notes at 100 % of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events. • Conversion rate increase in certain customary circumstances: In certain circumstances, conversions in connection with a “make -whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 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 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 December 31, 2022 2023 Notes 2021 Notes Total 2021 Notes 2020 Notes Total Principal amount $ 130,000 $ 150,000 $ 280,000 $ 150,000 $ 175,000 $ 325,000 Plus: Premium — — — — 250 250 Gross proceeds 130,000 150,000 280,000 150,000 175,250 325,250 Less: Unamortized issuance costs ( 2,987 ) ( 2,125 ) ( 5,112 ) ( 2,981 ) ( 1,053 ) ( 4,034 ) Carrying amount 127,013 $ 147,875 $ 274,888 $ 147,019 $ 174,197 $ 321,216 Effective interest rate ( 1) 6.25 % 3.83 % 4.96 % 3.83 % 5.26 % 4.60 % ____________ ​ (1) Includes amortization of the issuance costs and premium. 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 Convertible Notes did not exceed the principal amount at December 31, 2023 and 2022. 11. 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. F-27 Table of Contents 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: December 31, 2023 December 31, 2022 Issuance of Series A Preferred Stock $ 132,750 $ 132,750 Less: Issuance costs ( 181 ) ( 181 ) Series A Preferred Stock—carrying value $ 132,569 $ 132,569 Cash dividends declared per share (quarterly) $ 0.03 $ 0.03 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 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 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 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. 12. 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. Under U.S. 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: December 31, 2023 Current: $ 14,804 Long-term 24,328 Total $ 39,132 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. F-28 Table of Contents 13. Leases The Company has entered into operating leases for its corporate headquarters office facilities, financial data terminals and equipment. The Company has no finance leases. The following table provides additional information regarding the Company’s leases: Years Ended December 31, 2023 2022 Lease cost: Operating lease cost $ 1,285 $ 963 Short-term lease cost 191 223 Total lease cost $ 1,476 $ 1,186 Other information: Cash paid for amounts included in the measurement of operating liabilities (operating leases) $ 1,284 $ 965 Right-of-use assets obtained in exchange for new operating lease liabilities n/a n/a Weighted-average remaining lease term (in years)—operating leases 0.4 1.2 Weighted-average discount rate—operating leases 5.9 % 6.4 % None of the Company’s leases include variable payments, residual value guarantees or any restrictions or covenants relating to the Company’s ability to pay dividends or incur additional financing obligations. On September 9, 2021, the Company entered into a Surrender Agreement to terminate the lease for its principal executive office at 245 Park Avenue, New York, New York effective immediately. In consideration for the landlord’s agreement to enter into the Surrender Agreement and accelerate the expiration date of the term of the lease from August 31, 2029, the Company paid a termination fee of $ 12,725 . As a result, the Company recognized a loss on the termination of a lease of $ 9,277 during the year ended December 31, 2021, which was inclusive of the write -off of the right -of-use asset, broker fees and a reduction in operating lease liabilities. This loss is included in impairments in the Company’s Consolidated Statements of Operations (Note 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. 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. The following table discloses future minimum lease payments at December 31, 2023 with respect to the Company’s operating lease liabilities: 2024 $ 584 2025 — 2026 — 2027 — 2028 — 2029 and thereafter — Total future minimum lease payments (undiscounted) $ 584 F-29 Table of Contents The following table reconciles the future minimum lease payments (disclosed above) at December 31, 2023 to the operating lease liabilities recognized in the Company’s Consolidated Balance Sheets: Amounts recognized in the Company’s Consolidated Balance Sheets Lease liability—short term $ 578 Lease liability—long term — Subtotal 578 Difference between undiscounted and discounted cash flows 6 Total future minimum lease payments (undiscounted) $ 584 14. Contingencies The Company may be subject to reviews, inspections and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business. Closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP 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. Investors had filed actions seeking damages resulting from the closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP (“3OIL”) in March 2020. The product was dependent on the receipt of payments from a swap provider to satisfy payment obligations to the investors. Due to an extreme adverse move in oil futures relative to the oil futures’ closing price, the swap contract underlying 3OIL was terminated by the swap provider, which resulted in the compulsory redemption of 3OIL, all in accordance with the prospectus. In February 2022, the Court of Udine ruled in the Company’s favor. Also in February 2022, WMAI, WTMAML, WTUK and WT Ireland were served with another writ of summons to appear before the Court of Milan by additional investors seeking damages resulting from the closure of 3OIL. In March 2022, WMAI and WTUK were served with 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. 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. 15. Variable Interest Entities VIEs are entities with any of the following characteristics: (i) the entity does not have enough equity to finance its activities without additional financial support; (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. Consolidation of a VIE is required for the party deemed to be the primary beneficiary, if any. The primary beneficiary is the party who has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. The Company is not the primary beneficiary of any entities in which it has a variable interest as it does not have the power to direct the activities that most significantly impact the entities’ economic performance. Such power is conveyed through the entities’ boards of directors and the Company does not have control over the boards. F-30 Table of Contents The following table presents information about the Company’s variable interests in non -consolidated VIEs: December 31, 2023 December 31, 2022 Carrying Amount—Assets (Securrency): Preferred stock—Series A Shares $ — $ 8,488 Preferred stock—Series B Shares — 5,500 Convertible note — 14,500 Subtotal—Securrency $ — $ 28,488 Carrying Amount—Assets (Fnality): Convertible note — 6,921 Series B-1 Preference Shares 9,684 — Subtotal—Fnality $ 9,684 $ 6,921 Carrying Amount—Assets (Other investments): $ — $ 312 Total (Note 7) $ 9,684 $ 35,721 Maximum exposure to loss $ 9,684 $ 35,721 16. Revenues from Contracts with Customers The following table presents the Company’s total revenues from contracts with customers: Years Ended December 31, 2023 2022 2021 Revenues from contracts with customers: Advisory fees $ 333,227 $ 293,632 $ 298,052 Other 15,808 7,713 6,266 Total operating revenues $ 349,035 $ 301,345 $ 304,318 The Company recognizes revenues from contracts with customers when the performance obligation is satisfied, which is when the promised services are transferred to the customer. A service is considered to be transferred when the customer obtains control, which is represented by the transfer of rights with regard to the service. Transfer of control happens either over time or at a point in time. When a performance obligation is satisfied over time, an entity is required to select a single method of measuring progress for each performance obligation that depicts the entity’s performance in transferring control of services to the customer. Substantially all the Company’s revenues from contracts with customers are derived primarily from investment advisory agreements with related parties (Note 17). These advisory fees are recognized over time, are earned from the Company’s ETPs and are calculated based on a percentage of the ETPs’ average daily net assets. There is no significant judgment in calculating amounts due which are invoiced monthly 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. There are no contract assets or liabilities that arise in connection with the recognition of advisory fee revenue. In addition, there are no costs incurred to obtain or fulfill the contracts with customers, all of which are investment advisory agreements with related parties. 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. F-31 Table of Contents Geographic Distribution of Revenues The following table presents the Company’s total revenues geographically as determined by where the respective management companies reside: Years Ended December 31, 2023 2022 2021 Revenues from contracts with customers: United States $ 220,117 $ 184,036 $ 179,016 Jersey 113,325 103,692 114,623 Ireland 15,593 13,617 10,679 Total operating revenues $ 349,035 $ 301,345 $ 304,318 17. 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, 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: December 31, 2023 2022 Receivable from WTT $ 21,226 $ 16,399 Receivable from ManJer Issuers 4,411 4,485 Receivable from WMAI and WTICAV 2,874 3,255 Total $ 28,511 $ 24,139 The allowance for credit losses on accounts receivable from related parties is insignificant when applying historical loss rates, adjusted for current conditions and supportable forecasts, to the amounts outstanding in the table above. Amounts outstanding are all invoiced in arrears, are less than 30 days aged and are collected shortly after the applicable reporting period. The following table summarizes revenues from advisory services provided to related parties: Years Ended December 31, 2023 2022 2021 Advisory services provided to WTT $ 218,834 $ 183,409 $ 178,511 Advisory services provided to ManJer Issuers 98,800 96,606 108,862 Advisory services provided to WMAI and WTICAV 15,593 13,617 10,679 Total $ 333,227 $ 293,632 $ 298,052 F-32 Table of Contents 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 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. 18. Stock-Based Awards On July 15, 2022, the Company’s stockholders approved the 2022 Equity Plan under which the Company may issue up to 16,000,000 shares of common stock (less one share for every share granted under the 2016 Equity Plan since March 31, 2022 and inclusive of shares available under the 2016 Equity Plan as of March 31, 2022) in the form of stock options and other stock -based awards. The Company grants equity awards to employees and directors which include restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance -based restricted stock units (“PRSUs”) and stock options. Certain awards described below are subject to acceleration under certain conditions. Stock options: 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. RSAs/RSUs: Awards are valued based on the Company’s stock price on grant date and generally vest ratably, on an annual basis, over three years. PRSUs: These awards cliff vest three years from the grant date and contain a market condition whereby the number of PRSUs ultimately vesting is tied to how the Company’s total shareholder return (“TSR”) compares to a peer group of other publicly traded asset managers over the three -year period. A Monte Carlo simulation is used to value these awards. 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 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; and • If the Company’s TSR is negative, the target number of PRSUs vesting is capped at 100% regardless of the relative TSR percentile. F-33 Table of Contents 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. A summary of unrecognized stock -based compensation expense and average remaining vesting period is as follows: December 31, 2023 Unrecognized Stock-Based Compensation Weighted-Average Remaining Vesting Period (Years) Employees and directors $ 19,165 0.92 Stock Options 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 The aggregate fair value of RSAs, RSUs and PRSUs that vested during the years ended December 31, 2023, 2022 and 2021 was $ 10,158 , $ 9,466 and $ 10,940 , respectively. A summary of activity is as follows: RSA RSU PRSU (1) Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Unvested Balance at January 1, 2021 3,580,743 $ 5.38 39,408 $ 4.46 341,312 $ 5.17 Granted 1,642,266 5.46 31,170 5.43 257,043 (2) 6.49 Vested ( 1,897,699 ) 5.78 ( 15,136 ) 4.73 — — Forfeited ( 288,405 ) 5.11 ( 452 ) 5.37 ( 47,669 ) 5.74 Unvested Balance at December 31, 2021 3,036,905 $ 5.20 54,990 $ 4.93 550,686 $ 5.73 Granted 2,170,432 5.71 116,247 5.18 319,838 (2) 6.80 Vested ( 1,621,201 ) 5.31 ( 27,894 ) 5.10 ( 202,336 ) 6.24 Forfeited ( 195,054 ) 5.43 ( 1,380 ) 5.73 — — Unvested Balance at December 31, 2022 3,391,082 $ 5.46 141,963 $ 5.09 668,188 $ 6.09 Granted 3,363,501 5.63 152,265 6.24 576,240 (2) 6.49 Vested ( 1,629,925 ) 5.28 ( 72,461 ) 5.66 ( 108,113 ) 3.11 Forfeited ( 114,436 ) 5.55 ( 34,385 ) 5.70 — — Stock dividends accrued — — 2,762 6.24 37,777 6.49 Unvested Balance at December 31, 2023 5,010,222 $ 5.63 190,144 ( 3 ) $ 5.70 1,174,092 $ 6.58 ____________ ​ (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. F-34 Table of Contents ​ (2) A Monte Carlo simulation was used to value these awards using the following assumptions for the Company and the peer group: (i) beginning 90 -day average stock prices; (ii) valuation date stock prices; (iii) correlation coefficients based upon the price data used to calculate the historical volatilities; and (iv) the following additional assumptions: Granted in 2023 Granted in 2022 Granted in 2021 Historical stock price volatility (low) 37 % 33 % 34 % Historical stock price volatility (high) 56 % 57 % 57 % Historical stock price volatility (average) 47 % 44 % 44 % Risk free interest rate 3.80 % 1.28 % 0.17 % Expected dividend yield 0.00 % 0.00 % 0.00 % ​ (3) Includes 57,779 deferred RSUs that have vested. 19. 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. F-35 Table of Contents 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. 2. 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. F-36 Table of Contents 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. 20. Employee Benefit Plans The Company has a 401(k) savings plan covering all eligible employees in which the Company can make discretionary contributions from its profits. The amounts included in the table below are recorded in compensation expense in the Consolidated Statements of Operations. A summary of discretionary contributions made by the Company is as follows: Years Ended December 31, 2023 2022 2021 $ 1,450 $ 1,342 $ 1,080 F-37 Table of Contents 21. Earnings Per Share The following tables set forth reconciliations of the basic and diluted earnings per share computations for the periods presented: Years Ended December 31, 2023 2022 2021 Basic Earnings per Share Net income $ 102,546 $ 50,684 $ 49,797 Add: Gain on repurchase of Series C Preferred Stock 7,966 — — Less: Income distributed to participating securities ( 2,770 ) ( 2,186 ) ( 2,168 ) Less: Undistributed income allocable to participating securities ( 12,680 ) ( 3,528 ) ( 3,378 ) Net income available to common stockholders—Basic EPS $ 95,062 $ 44,970 $ 44,251 Weighted average common shares (in thousands) 144,707 143,020 143,847 Basic earnings per share $ 0.66 $ 0.31 $ 0.31 Years Ended December 31, 2023 2022 2021 Diluted Earnings per Share Net income available to common stockholders $ 95,062 $ 44,970 $ 44,251 Add back: Undistributed income allocable to participating securities 12,680 3,528 3,378 Less: Reallocation of undistributed income allocable to participating securities considered potentially dilutive ( 12,449 ) ( 3,522 ) ( 3,353 ) Net income available to common stockholders—Diluted EPS $ 95,293 $ 44,976 $ 44,276 Weighted Average Diluted Shares (in thousands) : Weighted average common shares 144,707 143,020 143,847 Dilutive effect of common stock equivalents, excluding participating securities 3,120 275 1,208 Weighted average diluted shares, excluding participating securities (in thousands) 147,827 143,295 145,055 Diluted earnings per share $ 0.64 $ 0.31 $ 0.31 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). F-38 Table of Contents 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, 2023 2022 2021 Reconciliation of Weighted Average Diluted Shares (in thousands) Weighted average diluted shares as disclosed on the Consolidated Statements of Operations 170,413 158,914 161,263 Less: Participating securities: Weighted average shares of common stock issuable upon conversion of the Series A Preferred Stock (Note 11) ( 14,750 ) ( 14,750 ) ( 14,750 ) Weighted average shares of common stock issuable upon conversion of the Series C Preferred Stock (Note 11) ( 6,992 ) — — Potentially dilutive restricted stock awards ( 844 ) ( 869 ) ( 1,458 ) Weighted average diluted shares used to calculate diluted earnings/(loss) per share as disclosed in the table above 147,827 143,295 145,055 22. Income Taxes Income before Income Tax Expense – Domestic and Foreign The U.S. 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, 2023 2022 2021 U.S. $ 4,652 $ ( 4,067 ) $ 15,986 Foreign 114,356 44,017 40,685 Total $ 119,008 $ 39,950 $ 56,671 Income Tax Expense/(Benefit) – By Jurisdiction The components of current and deferred income tax expense included in the Consolidated Statement of Operations for years ended December 31, 2023, 2022 and 2021 are as follows: Years Ended December 31, 2023 2022 2021 Current: Federal $ 6,957 $ 4,685 $ 5,857 State and local 1,883 1,415 1,538 Foreign 8,103 ( 15,538 ) ( 837 ) $ 16,943 $ ( 9,438 ) $ 6,558 Deferred: Federal $ ( 494 ) $ ( 6 ) $ ( 1,217 ) State and local ( 102 ) ( 1 ) ( 251 ) Foreign 115 ( 1,289 ) 1,784 $ ( 481 ) $ ( 1,296 ) $ 316 Income tax expense/(benefit) $ 16,462 $ ( 10,734 ) $ 6,874 F-39 Table of Contents Reconciliation of Statutory Federal Income Tax Rate to the Effective Income Tax Rate A reconciliation of the statutory federal income tax expense and the Company’s total income tax expense is as follows: Years Ended December 31, 2023 2022 2021 U.S. federal statutory income tax $ 24,992 $ 8,386 $ 11,901 Gain on revaluation/termination of deferred consideration (1) ( 13,007 ) ( 5,842 ) ( 424 ) Non-deductible loss on extinguishment of convertible notes 2,263 — — Foreign operations ( 1,868 ) ( 2,919 ) ( 3,211 ) Non-deductible executive compensation 1,833 789 881 Decrease in unrecognized tax benefits, net ( 1,386 ) ( 19,871 ) ( 4,998 ) Change in valuation allowance – Capital losses 1,340 4,761 5 Expiration of capital losses 796 — — Stock-based compensation tax shortfalls 373 507 647 Change in tax-related indemnification assets, net 291 4,173 1,053 Change in foreign net operating losses (“NOLs”) 174 — — Blended state income tax rate, net of federal benefit 153 ( 134 ) 526 Change in valuation allowance—Foreign NOLs and interest carryforwards — ( 1,609 ) — GILTI — 499 — Other differences, net 508 526 494 Income tax expense/(benefit) $ 16,462 $ ( 10,734 ) $ 6,874 ____________ ​ (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 A summary of income taxes paid by jurisdiction for the years ended December 31, 2023, 2022 and 2021 is as follows: Years Ended December 31, 2023 2022 2021 Federal $ 4,824 $ 6,424 $ 4,258 State and local 1,457 1,431 1,020 Foreign 9,875 4,645 3,178 $ 16,156 $ 12,500 $ 8,456 F-40 Table of Contents Deferred Tax Assets A summary of the components of the Company’s deferred tax assets at December 31, 2023 and 2022 is as follows: 2023 2022 Deferred tax assets: Capital losses $ 22,489 $ 17,541 Accrued expenses 6,000 6,030 Stock-based compensation 2,468 1,526 NOLs—Foreign 1,502 1,609 Goodwill and intangible assets 895 1,085 Unrealized losses 335 3,821 Foreign currency translation adjustment 146 173 NOLs—U.S. 127 255 Operating lease liabilities 96 313 Outside basis differences — 122 Other 401 341 Deferred tax assets 34,459 32,816 Deferred tax liabilities: Fixed assets and prepaid assets 296 278 Unremitted earnings—European subsidiaries 186 205 Right of use assets—operating leases 96 313 Deferred tax liabilities 578 796 Total deferred tax assets less deferred tax liabilities 33,881 32,020 Less: Valuation allowance ( 22,824 ) ( 21,484 ) Deferred tax assets, net $ 11,057 $ 10,536 Net Operating and Capital Losses – U.S. 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. The Company’s tax effected capital losses at December 31, 2023 were $ 22,489 . 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 One of the Company’s European subsidiaries generated NOLs outside the U.S. These tax effected NOLs, all of which are carried forward indefinitely, were $ 1,502 at December 31, 2023. 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. Uncertain Tax Positions 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. F-41 Table of Contents 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 table below sets forth the aggregate changes in the balance of these gross unrecognized tax benefits: Total Unrecognized Tax Benefits Interest and Penalties Balance at January 1, 2022 $ 21,925 $ 18,218 $ 3,707 Decrease—Settlements (1) ( 13,052 ) ( 11,865 ) ( 1,187 ) Decrease—Lapse of statute of limitations (1) ( 6,845 ) ( 4,825 ) ( 2,020 ) Increases 26 — 26 Foreign currency translation (2) ( 701 ) ( 571 ) ( 130 ) Balance at December 31, 2022 $ 1,353 $ 957 $ 396 Decrease—Lapse of statute of limitations ( 1,353 ) ( 957 ) ( 396 ) Balance at December 31, 2023 $ — $ — $ — ____________ ​ (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. (2) The gross unrecognized tax benefits were accrued in British pounds. 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 The Company is subject to U.S. federal income tax as well as income tax of multiple state, local and certain foreign jurisdictions. ManJer’s tax returns (a Jersey -based subsidiary) were previously under review for the years ended December 31, 2014, 2016, 2017 and 2018. In January 2022, the audit was resolved in favor of ManJer. In addition, the Company’s tax returns were previously under review by the State of Michigan for the years ended 2017 through 2020. In August 2022, the audit was resolved in favor of the Company. 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 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. 23. Shares Repurchased On February 22, 2022, the Company’s Board of Directors approved an increase of $ 85,709 to the Company’s share repurchase program to $ 100,000 and extended the term for three years through April 27, 2025 . Included under the Company’s share repurchase program are purchases to offset future equity grants made under the Company’s equity plans and purchases made in open market or privately negotiated transactions. This authority may be exercised from time to time, subject to regulatory considerations. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The repurchase program may be suspended or terminated at any time without prior notice. Shares repurchased under this program are returned to the status of authorized and unissued on the Company’s books and records. F-42 Table of Contents During the years ended December 31, 2023, 2022 and 2021, the Company repurchased 635,653 , 593,261 and 5,120,496 shares of its common stock, respectively, under this program for an aggregate cost of $ 3,570 , $ 3,418 and $ 34,506 , respectively. Shares repurchased under this program were returned to the status of authorized and unissued on the Company’s books and records. As of December 31, 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 . 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. 24. Goodwill and Intangible Assets Goodwill The table below sets forth goodwill which is tested annually for impairment on November 30 th : Total Balance at January 1, 2023 $ 85,856 Changes 985 (1) Balance at December 31, 2023 $ 86,841 ____________ ​ (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. The quantitative impairment test was performed using a market approach, whereby the market capitalization of the Company (a single reporting unit) was compared to its carrying value. The market capitalization was derived from the Company’s publicly traded stock price plus a reasonable control premium. The fair value of the reporting unit exceeded its carrying value and therefore no impairment was recognized. 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. tax purposes. Intangible Assets 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 Item Gross Asset Accumulated Amortization Net Asset ETFS acquisition $ 601,247 $ — $ 601,247 Software development 4,519 ( 684 ) 3,835 Balance at December 31, 2023 $ 605,766 $ ( 684 ) $ 605,082 Balance at December 31, 2022 Item Gross Asset Accumulated Amortization Net Asset ETFS acquisition $ 601,247 $ — $ 601,247 Software development 2,370 ( 50 ) 2,320 Balance at December 31, 2022 $ 603,617 $ ( 50 ) $ 603,567 F-43 Table of Contents ETFS Acquisition (Indefinite-Lived) In connection with the ETFS Acquisition, which was completed on April 11, 2018 , the Company identified intangible assets valued at $ 601,247 related to the right to manage AUM through customary advisory agreements. These intangible assets were determined to have indefinite useful lives and are not deductible for tax purposes. The Company performed its indefinite -lived intangible asset impairment test related to 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 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: 2024 $ 1,375 2025 1,440 2026 873 2027 130 2028 17 2029 and thereafter — Total expected amortization expense $ 3,835 The weighted -average remaining useful life of the finite -lived intangible assets is 2.6 years. 25. Contingent Payments 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. 26. Impairments The following table summarizes impairments recognized by the Company: Years Ended December 31, 2023 2022 2021 Lease termination–New York office (Note 13) $ — $ — $ 9,277 Fixed assets–New York office (Note 8) — — 6,576 Lease termination–London office (Note 13) — — 303 Securrency (Note 7) 7,630 — — Other investments (Note 7) 312 — — Total $ 7,942 $ — $ 16,156 27. Subsequent Events The Company evaluated subsequent events through the date of issuance of the consolidated financial statements. There were no events requiring disclosure. F-44 Table of Contents EXHIBIT INDEX Exhibit Number Description 3.1 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) 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Name Change) (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on November 7, 2022) 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Declassification of Board of Directors) (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on July 20, 2022) 3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Increase in Authorized Shares) (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K, filed with the SEC on July 20, 2022) 3.5 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) 3.6 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) 3.7 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) 3.8 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) 3.9 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) 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011) 4.2 Amended and Restated Stockholders Agreement among the Registrant and certain investors dated December 21, 2006 (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011) 4.3 Securities Purchase Agreement among the Registrant and certain investors dated December 21, 2006 (incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011) 4.4 Securities Purchase Agreement among the Registrant and certain investors dated October 15, 2009 (incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011) 4.5 Third Amended and Restated Registration Rights Agreement dated October 15, 2009 (incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011) 4.6 Investor Rights Agreement, dated April 11, 2018, between the Registrant and ETFS Capital (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 13, 2018) 4.7 Indenture, dated as of June 16, 2020, by and between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2020) 4.8 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) Table of Contents Exhibit Number Description 4.9 Indenture, dated as of June 14, 2021, by and between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on June 14, 2021) 4.10 Form of Global Note, representing the Registrant’s 3.25% Convertible Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on June 14, 2021) 4.11 Indenture, dated as of February 14, 2023, by and between the Registrant and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on February 14, 2023) 4.12 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) 4.13 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) 4.14 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) 4.15 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) 4.16 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) 4.17 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) 10.1 Representative Form of Advisory Agreement between WisdomTree Asset Management, Inc. and WisdomTree Trust (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011) 10.2 Form of Proprietary Rights and Confidentiality Agreement (incorporated by reference to Exhibit 10.34 of the Registrant’s Registration Statement on Form 10, filed with the SEC on March 31, 2011) 10.3 Form of Indemnification Agreement for Officers and Directors (incorporated by reference to Exhibit 10.35 of the Registrant’s Amendment to Registration Statement on Form 10, filed with the SEC on May 26, 2011) 10.4 Amended and Restated License Agreement between the Registrant and WisdomTree Trust dated March 1, 2012 (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2012) 10.5 WisdomTree Investments, Inc. 2016 Equity Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2016) 10.6 Form of Employment Agreement for Executive Officers dated December 22, 2016 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2016) 10.7(a) Appendix A to Employment Agreement between the Registrant and Jonathan Steinberg, dated December 22, 2016 (incorporated by reference to Exhibit 10.1(A) of the Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2016) 10.7(b) Appendix A to Employment Agreement between the Registrant and Peter M. 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) Table of Contents Exhibit Number Description 10.8 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) 10.9 Employment Agreement between the Registrant and R. Jarrett Lilien, dated November 27, 2017 (incorporated by reference to Exhibit 10.19 of the Registrant’s Annual Report on Form 10-K filed with the SEC on March 1, 2018) 10.10 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) 10.11 Form of Amendment, dated April 21, 2023, to Employment Agreements between the Registrant and each of Jonathan Steinberg, Peter M. Ziemba, R. 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) 10.12 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) 10.13 Waiver and Variation Agreement, dated April 11, 2018, by and among the Registrant, WisdomTree International and ETFS Capital (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 13, 2018) 10.14 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) 10.15 Employment Agreement between the Registrant and Alexis Marinof, dated June 8, 2017 (incorporated by reference to Exhibit 10.21 of Amendment No. 1 to the Registrant’s Annual Report on Form 10-K on Form 10-K/A filed with the SEC on April 30, 2021) 10.16 Amendment to Employment Agreement between the Registrant and Alexis Marinof, dated July 20, 2017 (incorporated by reference to Exhibit 10.22 of Amendment No. 1 to the Registrant’s Annual Report on Form 10-K on Form 10-K/A filed with the SEC on April 30, 2021) 10.17 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) 10.18 Form of Performance-Based Restricted Stock Unit Award Agreement for U.S. 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) 10.19 Form of Performance-Based Restricted Stock Unit Award Agreement for U.K. 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) 10.20 WisdomTree Investments, Inc. 2022 Equity Plan (incorporated by reference to Exhibit 99.1 of the Registrant’s Registration Statement on Form S-8 filed with the SEC on July 25, 2022) 10.21 Form of Restricted Stock Agreement for Non-Employee Directors (2022 Equity Plan) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2022) 10.22 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) 10.23 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) 10.24 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) Table of Contents Exhibit Number Description 10.25 Form of Performance-Based Restricted Stock Unit Award Agreement for U.S. 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) 10.26 Form of Performance-Based Restricted Stock Unit Award Agreement for U.K. 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) 10.27 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) 10.28 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) 10.29* 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) 10.30 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) 10.31 (1) Form of Restricted Stock Agreement for Executive Officers applicable to grants after January 1, 2024 (2022 Equity Plan) 21.1 (1) Subsidiaries of the Registrant 23.1 (1) Consent of Ernst & Young LLP, independent registered public accounting firm 31.1 (1) Rule 13a-14(a) / 15d-14(a) Certification 31.2 (1) Rule 13a-14(a) / 15d-14(a) Certification 32.1 (2) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 (1) Amended and Restated Compensation Clawback Policy 101 Financial Statements from the Annual Report on Form 10-K of the Company are attached to this report, formatted in XBRL pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets at December 31, 2023 and December 31, 2022; (ii) Consolidated Statements of Operations for the years ended December 31, 2023, December 31, 2022 and December 31, 2021; (iii) Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2023, December 31, 2022 and December 31, 2021; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023, December 31, 2022 and December 31, 2021; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 and (vi) Notes to the Consolidated Financial Statements. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 (1) 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. Table of Contents SIGNATURES 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. By: /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 23 rd day of February, 2024. Signature Title /s/ Jonathan Steinberg Chief Executive Officer and Director Jonathan Steinberg (Principal Executive Officer) /s/ Bryan Edmiston Chief Financial Officer Bryan Edmiston (Principal Financial Officer and Principal Accounting Officer) /s/ Win Neuger Non -Executive Chair of the Board Win Neuger /s/ Lynn S. Blake Director Lynn S. Blake /s/ Anthony Bossone Director Anthony Bossone /s/ Smita Conjeevaram Director Smita Conjeevaram /s/ Rilla Delorier Director Rilla Delorier /s/ Daniela Mielke Director Daniela Mielke /s/ Shamla Naidoo Director Shamla Naidoo /s/ Tonia Pankopf Director Tonia Pankopf