What changed in this filing

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Item 1. Financial Statements

2024-11-07 compared with 2024-08-02 · 472 added, 400 removed, 1157 unchanged (43% of the section changed)

4 unchanged sentences

(In Thousands, Except Per Share Amounts)

September 30,

Current assets:

Cash, cash equivalents and restricted cash (including $ 5,125 and $ 5,007 invested in the WisdomTree Government Money Market Digital Fund at June 30, 2024 and December 31, 2023, respectively)

Financial instruments owned, at fair value (including $ 59,889

and $ 47,559 invested in WisdomTree products at June 30, 2024 and December 31, 2023, respectively) (Note 5)

Accounts receivable (including $32,890 and $28,511 due from related parties at June 30, 2024 and December 31, 2023, respectively)

Cash, cash equivalents and restricted cash (including $ 11,192 and $ 5,007 invested in the WisdomTree Government Money Market Digital Fund at September 30, 2024 and December 31, 2023, respectively)

Financial instruments owned, at fair value (including $ 70,010 and $ 47,559 invested in WisdomTree products at September 30, 2024 and December 31, 2023, respectively) (Note 5)

Accounts receivable (including $33,764 and $28,511 due from related parties at September 30, 2024 and December 31, 2023, respectively)

Prepaid expenses

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Compensation and benefits payable

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

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

Income taxes payable

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Payable to GBH (Note 12)

Operating lease liabilities—long term

Total liabilities

Preferred stock—Series A Non-Voting

Convertible, par value $ 0.01 ;

14.750 shares authorized, issued and outstanding;

redemption value of $ 144,220 and $ 96,869 at June 30,

2024 and December 31, 2023, respectively) (Note 11)

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

Zero and 14.750 shares authorized, issued and outstanding at September 30, 2024 and December 31, 2023, respectively;

redemption value of $0 and $ 96,869 at September 30, 2024 and December 31, 2023, respectively) (Note 11)

Contingencies (Note 14)

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issued and outstanding:

151,857 and 150,330 at June 30, 2024 and December 31, 2023, respectively

146,104 and 150,330 at September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated other comprehensive income/(loss)

Retained earnings

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating Revenues:

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Interest expense

Gain on revaluation/termination of deferred consideration—gold

payments (Note 9)

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

Interest income

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Loss on extinguishment of convertible notes (Note 10)

Other losses and gains, net

Other losses, net

Income before income taxes

Income tax expense

Earnings per share—basic

Earnings per share—diluted

Net (loss)/income

(Loss)/earnings per share—basic

(Loss)/earnings per share—diluted

Weighted-average common shares—basic

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and Subsidiaries

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive (Loss)/Income

(In Thousands)

Three Months Ended

Six Months Ended

Other comprehensive (loss)/income

September 30,

Nine Months Ended

September 30,

Net (loss)/income

Other comprehensive income/(loss)

Foreign currency translation adjustment, net of income taxes

Other comprehensive (loss)/income

Comprehensive income

Other comprehensive income/(loss)

Comprehensive (loss)/income

The accompanying notes are an integral part

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(In Thousands)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Preferred Stock

Comprehensive

Balance—April 1, 2024

(Loss)/Income

Balance—July 1, 2024

Shares repurchased

Restricted stock issued and vesting of restricted stock units, net

Stock-based compensation

Other comprehensive loss

Balance—June 30, 2024

Three Months Ended June 30, 2023

Repurchase of Series A Preferred Stock (Note 11)

Excise taxes – stock repurchases

Other comprehensive income

Balance—September 30, 2024

Three Months Ended September 30, 2023

Preferred Stock

Comprehensive

Balance—April 1, 2023

Shares issued in connection with termination of deferred

consideration—gold payments obligation, net of issuance costs (Note 9)

Restricted stock issued and vesting of restricted stock units, net

Shares issued in connection with convertible notes that matured

on June 15, 2023 (Note 10)

Balance—July 1, 2023

Shares repurchased

Restricted stock issued and vesting of restricted stock units, net

Stock-based compensation

Other comprehensive income

Balance—June 30, 2023

Other comprehensive loss

Balance—September 30, 2023

The accompanying notes are an integral part

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(In Thousands)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Preferred Stock

Comprehensive

(Loss)/Income

Balance—January 1, 2024

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Stock-based compensation

Other comprehensive loss

Balance—June 30, 2024

Six Months Ended June 30, 2023

Repurchase of Series A Preferred Stock (Note 11)

Excise taxes – Stock repurchases

Other comprehensive income

Balance—September 30, 2024

Nine Months Ended September 30, 2023

Preferred Stock

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Balance—January 1, 2023

Shares issued in connection with termination

of deferred consideration—gold payments obligation, net of issuance costs (Note 9)

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

Restricted stock issued and vesting of restricted stock units, net

Shares issued in connection with convertible

notes that matured on June 15, 2023 (Note 10)

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

Shares repurchased

Stock-based compensation

Other comprehensive income

Balance—June 30, 2023

Other comprehensive loss

Balance—September 30, 2023

The accompanying notes are an integral part

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(In Thousands)

Nine Months Ended

September 30,

Cash flows from operating activities:

Adjustments to reconcile net income

to net cash provided by operating activities:

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

Advisory and license fees paid in gold, other precious metals and cryptocurrency

Loss on extinguishment of convertible notes

Stock-based compensation

(Gains)/losses on financial instruments owned, at fair value

Deferred income taxes

Gains on financial instruments owned, at fair value

Imputed interest on payable to GBH

Losses on investments

Depreciation and amortization

Amortization of issuance costs—convertible notes

Depreciation and amortization

Amortization of right of use asset

Losses on investments

Gain on revaluation/termination of deferred consideration—gold payments

Loss on extinguishment of convertible notes

Contractual gold payments

Changes in operating assets and

Changes in operating assets and liabilities:

Accounts receivable

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Net cash provided by operating activities

Cash flows from

investing activities:

Cash flows from investing activities:

Purchase of financial instruments owned, at fair value

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Net cash (used in)/provided by investing activities

Cash flows from

financing activities:

Dividends paid

Shares repurchased

Cash flows from financing activities:

Repurchase of Series A Preferred Stock

Repurchase and maturity of convertible notes (Note 10)

Shares repurchased

Dividends paid

Issuance costs—convertible notes

Repurchase costs—Series A Preferred Stock

Proceeds from the issuance of convertible notes (Note 10)

Termination of deferred consideration—gold payments

Issuance costs—convertible notes

Issuance costs—Series C Preferred Stock

Net cash used in financing activities

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

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

Net increase/(decrease) in cash, cash equivalents and restricted cash

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Cash, cash equivalents and restricted cash—end of period

disclosure of cash flow information:

Supplemental disclosure of cash flow information:

Cash paid for income taxes

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On May 10, 2023, the Company issued 13.087

13.087 shares of Series C Non-Voting Convertible Preferred Stock (valued at $86,898) in connection with the termination of its deferred

consideration—gold payments obligation.

shares of Series C Non-Voting Convertible Preferred Stock (valued at $86,898) in connection with the termination of its deferred consideration—gold

payments obligation.

See Note 9 for additional information.

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or blockchain-enabled mutual funds (“Digital Funds”) and tokenized assets, as well as its blockchain-native digital wallet,

WisdomTree Prime.

WisdomTree Prime and institutional platform, WisdomTree Connect.

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”).

WisdomTree ETFs are issued in the U.S.

(“WTAM”) 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.

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

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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.

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.

The Company earns a significant portion of its

revenues 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.

Other revenues are earned from swap providers

associated with certain of the Company’s European listed ETPs, the nature of which are based on a percentage of the ETPs’

average daily net assets.

The Company also earns transaction-based income on flows associated with certain European listed ETPs.

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

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.

Contractual Gold Payments

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

The Series A non-voting convertible preferred stock and Series C non-voting convertible preferred stock (Notes 9 and 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.

Share-based payment awards that

do not contain such rights are not deemed participating securities and are included in diluted shares outstanding (if dilutive).

securities, as well as the loss related to the repurchase of the Series A non-voting convertible preferred stock and excise tax on stock

The Series A non-voting convertible preferred stock and Series C non-voting convertible preferred stock (Notes 9 and 11)

and unvested share-based payment awards that contained non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid)

were participating securities while they were outstanding and were included in the computation of EPS pursuant to the two-class method.

Share-based payment awards that do not contain such rights are not deemed participating securities and are included in diluted shares

outstanding (if dilutive).

Diluted EPS is calculated under the treasury

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Potential common shares associated with the Series A non-voting convertible preferred stock,

the Series C non-voting convertible preferred stock and the convertible notes are computed under the if-converted method.

the Series C non-voting convertible preferred stock and the convertible notes were computed under the if-converted method.

Potential common

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of other liabilities and other expenses.

Excise taxes on stock repurchases are accounted for as a direct cost of the share repurchase

transaction and reported as a reduction of stockholders’ equity.

Recently Issued Accounting Pronouncements

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Of the total cash, cash equivalents and restricted

cash of $ 132,459 and $ 129,305 at June 30, 2024 and December 31, 2023, respectively, $ 124,363 and $ 116,895 were held at three financial

cash of $ 176,483 and $ 129,305 at September 30, 2024 and December 31, 2023, respectively, $ 148,707 and $ 116,895 were held at three financial

institutions.

At June 30, 2024 and December 31, 2023, cash equivalents were approximately $ 12,972 and $ 50,226 , respectively.

At September 30, 2024 and December 31, 2023, cash equivalents were approximately $ 58,371 and $ 50,226 , respectively.

Certain of the Company’s subsidiaries

are required to maintain a minimum level of regulatory capital, generally satisfied by cash on hand, which was $ 35,120 and $ 29,156 at

June 30, 2024 and December 31, 2023, respectively.

Of these amounts, $ 13,472 and $ 0 , at June 30, 2024 and December 31, 2023, respectively,

was restricted cash, which is required to be maintained in a separate account with withdrawal and usage restrictions in compliance with

regulatory obligations.

September 30, 2024 and December 31, 2023, respectively.

Of these amounts, $ 13,576 and $ 0 , at September 30, 2024 and December 31, 2023,

respectively, was restricted cash, which is required to be maintained in a separate account with withdrawal and usage restrictions in

compliance with regulatory obligations.

Fair Value Measurements

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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

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.

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of the Company’s assets and liabilities measured at fair value.

During the three and six months ended June 30, 2024 and 2023, there

were no transfers between Levels 2 and 3.

June 30, 2024

During the three and nine months ended September 30, 2024 and 2023,

there were no transfers between Levels 2 and 3.

September 30, 2024

Recurring fair value measurements:

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Non-recurring fair value measurements:

Fnality International Limited—Series

B-1 Preference Shares (1)

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

_____________________________

(1) Fair value determined on June 17, 2024.

Not included above are prospective changes in value due to fluctuations

in the British pound to U.S.

dollar exchange rate.

December 31, 2023

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treasuries, equities and fixed income.

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

ETFs 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 U.S.

treasuries, pass-through GSEs and fixed income includes consideration given to date of issuance, collateral

characteristics and market assumptions related to yields, credit risk and timing of prepayments and may be classified as either Level

1 or Level 2.

treasuries, pass-through GSEs and fixed income includes consideration given to date of issuance, collateral characteristics

and market assumptions related to yields, credit risk and timing of prepayments and may be classified as either Level 1 or Level 2.

Financial instruments owned

These instruments consist of the following:

September 30,

Financial instruments owned

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Other assets—seed capital (WisdomTree Digital Funds)

The Company recognized net trading

(losses)/gains on financial instruments owned that were still held at the reporting dates of ($ 67 ) and ($ 222 ) during the three

months ended June 30, 2024 and 2023, respectively, and $ 1,837 and $ 1,309 during the six months ended June 30, 2024 and 2023, respectively,

which were recorded in other losses and gains, net, in the Consolidated Statements of Operations.

The Company recognized net trading gains on

financial instruments owned that were still held at the reporting dates of $ 680 and $ 1,958 during the three months ended September 30,

2024 and 2023, respectively, and $ 3,023 and $ 648 during the nine months ended September 30, 2024 and 2023, respectively, which were recorded

in other losses, net, in the Consolidated Statements of Operations.

Securities Held-to-Maturity

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securities held-to-maturity:

September 30,

Debt instruments:

Pass-through GSEs (amortized cost)

During the six months ended June 30, 2024 and

2023, the Company received proceeds of $ 12 and $ 14 , respectively, from held-to-maturity securities maturing or being called prior to maturity.

During the nine months ended September 30, 2024

and 2023, the Company received proceeds of $ 18 and $ 22 , respectively, from held-to-maturity securities maturing or being called prior

The following table summarizes unrealized losses

and fair value (classified as Level 2 within the fair value hierarchy) of securities held-to-maturity:

September 30,

Cost/amortized cost

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however, these securities may be called prior to the maturity date:

September 30,

Due within one year

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The following table sets forth the Company’s

June 30, 2024

September 30, 2024

December 31, 2023

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

During the three months

ended June 30, 2024, the Company recognized a loss of $ 1,318 on its investment in Fnality, which is recorded in other losses and gains,

net on the Consolidated Statements of Operations.

This investment was re-measured to fair value upon the conversion of Fnality’s

Series B-2 Preference Shares held by other investors into Series B-1 Preference Shares, which occurred in June 2024.

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

The change in fair value also includes the impact of changes in the British pound to U.S.

dollar exchange rate.

The table below presents the inputs used in

the backsolve valuation approach (classified as Level 3 in the fair value hierarchy):

This investment was

re-measured to fair value upon the conversion of Fnality’s Series B-2 Preference Shares held by other investors into Series B-1

Preference Shares, which occurred in June 2024.

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):

2024 December

Expected volatility 60 % 60 %

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Probability that Series B-2 Preference Shares convert into Series B-1 Preference Shares N/A

During the six months ended June 30, 2024, the

Company recognized a loss of $ 1,396 , inclusive of changes in the British pound to U.S.

dollar exchange rate, which is recorded in other

losses and gains, net on the Consolidated Statements of Operations.

There was no impairment recognized on this investment during the three

and six months ended June 30, 2024 based upon a qualitative assessment.

Net unrealized gains/(losses) recognized on

this investment were $ 476 and ($ 920 ) during the three and nine months ended September 30, 2024, respectively, inclusive of changes in

the British pound to U.S.

dollar exchange rate.

These results are recorded in other losses, net on the Consolidated Statements of Operations.

There was no impairment recognized on this investment

during the three and nine months ended September 30, 2024 based upon a qualitative assessment.

Fixed Assets, net

The following table summarizes fixed assets:

September 30,

accumulated depreciation

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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,

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

Under the terms of the transaction, GBH received approximately $ 4,371 in cash and 13,087 shares of Series C Non-Voting Convertible

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Note 12 for additional information), and RIL received approximately $ 45,634 in cash.

During the three and six months ended June 30,

During the three and nine months ended September

30, 2023, the Company recognized the following in respect of deferred consideration—gold payments:

September 30,

Contractual gold payments

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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”).

The Company has the following convertible notes

outstanding as of September 30, 2024:

● $ 150,000 in aggregate principal amount of 3.25 % Convertible Senior Notes due 2026 (the “2026 Notes”);

● $ 25,845 in aggregate principal amount of 5.75 % Convertible Senior Notes due 2028 (the “2028 Notes”);

● $ 345,000 in aggregate principal amount of 3.25 % Convertible Senior Notes due 2029 (the “2029 Notes”).

Each class of notes were issued pursuant to

indentures dated as of the issuance dates between the Company and either U.S.

Bank National Association or U.S Bank Trust Company, National

Association, as trustee (or its successor in interest, the “Trustee”), in private offerings to qualified institutional buyers

pursuant to Rule 144A under the Securities Act of 1933, as amended.

In connection with the issuance of the 2029

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As a result of this repurchase, the Company recognized

a loss on extinguishment of approximately $ 9,721 during the six months ended June 30, 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 settlement at 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.

a loss on extinguishment of $ 30,632 during the three and nine months ended September 30, 2024.

As of September 30, 2024, the Company had an

aggregate principal amount of $ 520,845 outstanding of the 2026 Notes, the 2028 Notes and the 2029 Notes (collectively, the “Convertible

Key terms of the Convertible Notes are as follows:

2023 Notes 2021 Notes

Principal outstanding $ 150,000 $ 25,845 $ 345,000

Maturity date (unless earlier converted, repurchased or redeemed) August 15, 2028 June 15, 2026

Issuance date June 14, 2021 February 14, 2023 August 13, 2024

Maturity date (unless earlier converted, repurchased or redeemed) June 15, 2026 August 15, 2028 August 15, 2029

Interest rate 3.25 % 5.75 % 3.25 %

Conversion price $ 9.54 $ 11.04

Conversion rate 104.8658 90.5797

Initial conversion price $ 11.04 $ 9.54 $ 11.82

Initial conversion rate 90.5797 104.8658 84.5934

Redemption price $ 14.35 $ 12.40 $ 15.37

● 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.

Payable semiannually in arrears on February 15 and August 15 of each year for the 2029 Notes and the 2028 Notes

and on June 15 and December 15 of each year for the 2026 Notes.

● Conversion price:

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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:

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;

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.

preceding May 15, 2029 and May 15, 2028 for the 2029 Notes and the 2028 Notes, respectively, and March 15, 2026 for the 2026 Notes, 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, 2029 and May 15, 2028

in respect of the 2029 Notes and the 2028 Notes, respectively, and March 15, 2026 in respect of the 2026 Notes, 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:

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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

20, 2026 and August 20, 2025 in respect of the 2029 Notes and the 2028 Notes, respectively, and June 20, 2023 in respect of the 2026 Notes

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.

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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.

may result in an increase to the conversion rate, provided that the conversion rate will not exceed 103.6269 shares, 167.7853 shares and

144.9275 shares of the Company’s common stock per $ 1,000 principal amount of the 2029 Notes, the 2028 Notes and the 2026 Notes,

respectively (the equivalent of 61,826,817 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 Convertible Notes rank equal in right of payment and are the Company’s senior unsecured obligations.

The indentures contain customary terms and covenants,

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The following table provides a summary of the

Convertible Notes at June 30, 2024 and December 31, 2023:

June 30, 2024

Convertible Notes at September 30, 2024 and December 31, 2023:

September 30, 2024

December 31, 2023

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Carrying amount

Effective interest

Effective interest rate (1)

_____________________________

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Interest expense on the Convertible Notes was

$ 3,463 and $ 6,926 respectively, during the three and six months ended June 30, 2024 and $ 4,021 and $ 8,023 , respectively, during the comparable

periods in 2023.

Interest payable of $ 3,041 at June 30, 2024 and December 31, 2023, is included in accounts payable and other liabilities

on the Consolidated Balance Sheets.

$ 4,330 and $ 11,256 respectively, during the three and nine months ended September 30, 2024 and $ 3,461 and $ 11,484 , respectively, during

the comparable periods in 2023.

Interest payable of $ 3,151 and $ 2,391 at September 30, 2024 and December 31, 2023, 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 $ 321,894 and $ 281,897 at June 30, 2024 and December 31, 2023, respectively.

as Level 2 in the fair value hierarchy) was $ 553,602 and $ 281,897 at September 30, 2024 and December 31, 2023, respectively.

The if-converted

value of the 2023 Notes was $ 135,042 at June 30, 2024.

The if-converted value of the 2021 Notes at June 30, 2024 and the Convertible

Notes at December 31, 2023 did not exceed the principal amount.

A Preferred Stock

On April 10, 2018, the Company filed a

Certificate of Designations of Series A Non-Voting Convertible Preferred Stock (the “Series A Certificate of Designations”)

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, is not transferable and has the same priority with regard to dividends, distributions and payments as the common stock.

As described in the Series A 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

In connection with the completion of the acquisition

of the European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital (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.

value of the 2028 Notes was $ 27,064 at September 30, 2024.

The if-converted value of the 2026 Notes and the 2029 Notes did not exceed

the principal amount at September 30, 2024.

The if-converted value of the Convertible Notes did not exceed the principal amount at December

Series A Preferred Stock

On August 13, 2024, the Company repurchased

all of its then-outstanding Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”), which was convertible

into 14,750,000 shares of the Company’s common stock from ETFS Capital for aggregate cash consideration of $ 143,812 (or $ 9.75 per

These shares were previously issued in April 2018, in connection with the completion of the acquisition by the Company of the

European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital (the “ETFS Acquisition”) and

were carried at $ 132,750 , which was 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 transaction.

GAAP, the premium paid on repurchase

represents a return similar to a dividend to the preferred stockholder and is required to be recorded to retained earnings along with

the related transaction costs.

During the three and nine months ended September 30, 2024, the Company recorded a $ 11,375 reduction to

retained earnings in connection with this repurchase.

The following is a summary of the Series A Preferred

Stock balance:

September 30,

Issuance of Series A Preferred Stock

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Cash dividends declared per share (quarterly)

Temporary equity classification is required

for redeemable instruments for which redemption triggers are outside of the issuer’s control.

ETFS Capital has the right to redeem

all the Series A Preferred Stock specified to be converted during the period of time specified in the Series A 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;

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 share

of Series A Preferred Stock 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 $ 144,220

and $ 96,869 at June 30, 2024 and December 31, 2023, respectively.

The carrying amount of the Series A Preferred

Stock was not adjusted as it was not probable that such shares would become redeemable.

The Company previously classified the Series

A Preferred Stock as temporary equity which is required for redeemable instruments for which redemption triggers are outside of the issuer’s

ETFS Capital had the right to redeem all the Series A Preferred Stock specified to be converted during the period of time specified

in the Series A Certificate of Designations in the event that:

(a) the number of shares of the Company’s common stock authorized

by its certificate of incorporation was 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 did 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 would not have been obligated to make any such redemption

payments to the extent such payments would have been a breach of any covenant or obligation the Company owed to any of its secured creditors

or is otherwise prohibited by applicable law.

Any such redemption would have been at a price

per share of Series A Preferred Stock 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

would have been made in one payment no later than 10 business days following the last day of the Company’s first fiscal quarter

that began on a date following the date ETFS Capital exercised such redemption right.

The redemption value of the Series A Preferred Stock

was $ 96,869 at December 31, 2023.

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

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with certain rights and obligations with respect to the shares, including registration rights, was terminated in this transaction.

GAAP, the obligation was recorded at its present value utilizing a market rate of interest on the closing date of 7.0 % and the corresponding

discount is being amortized as interest expense pursuant to the effective interest method of accounting over the life of the obligation.

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

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:

September 30,

Interest expense recognized was $ 697 and $ 2,039 ,

respectively, during the three and six months ended June 30, 2024 and $0 during the comparable periods in 2023 and is included as a component

of total interest expense recognized on the Consolidated Statements of Operations.

The Company has entered into operating

leases for its office facilities (including its corporate headquarters) and equipment.

respectively, during the three and nine months ended September 30, 2024 and $0 during the comparable periods in 2023 and is included as

a component of total interest expense recognized on the Consolidated Statements of Operations.

The Company has entered into operating leases

for its office facilities (including its corporate headquarters) and equipment.

The Company has no finance leases.

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

The following table

provides additional information regarding the Company’s leases:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

2024 2023 2024 2023

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The following table discloses future minimum

lease payments at June 30, 2024 with respect to the Company’s operating lease liabilities:

lease payments at September 30, 2024 with respect to the Company’s operating lease liabilities:

Remainder of 2024

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The following table reconciles the future minimum

lease payments (disclosed above) at June 30, 2024 to the operating lease liabilities recognized in the Company’s Consolidated Balance

lease payments (disclosed above) at September 30, 2024 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

Lease liability — long term

Difference between undiscounted and discounted cash flows

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and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business.

SEC ESG Settlement

On August 5, 2024, WTAM received a Wells Notice

from the staff (the “Staff”) of the SEC advising WTAM that the Staff had made a preliminary determination to recommend that

the SEC file an enforcement action against WTAM alleging violations of certain provisions of the U.S.

federal securities laws relating

to three exchange-traded series of WisdomTree Trust managed by WTAM that pursued ESG-focused strategies (collectively, the “Funds”).

The Funds, which were launched in March 2020 and were liquidated in February 2024, collectively had monthly average cumulative assets

under management of approximately $ 119 million throughout their lifetime as ESG-named funds.

Without admitting or denying the SEC’s

allegations, WTAM agreed to resolve the matter by consenting to the entry of an Order by the SEC, which was announced publicly on October

21, 2024, in which WTAM agreed to cease and desist from committing or causing any violations and any future violations of Sections 206(2)

and 206(4) of the Investment Advisers Act of 1940, as amended, Rules 206(4)-7 and 206(4)-8 thereunder, and Section 34(b) of the Investment

Company Act of 1940, as amended, and to pay a civil money penalty of $ 4,000 (the “SEC ESG Settlement”).

This amount has been

reported in other losses, net on the Consolidated Statements of Operations during the three and nine months ended September 30, 2024.

Excluding the penalty, the Company expects that

all legal and other related expenses incurred by WTAM in connection with the matter will be covered by insurance, less a $ 1,000 deductible.

These expected covered expenses totaled $ 3,661 and $ 4,114 , respectively, during the three and nine months ended September 30, 2024 and

have been reported in other revenue on the Consolidated Statements of Operations.

Closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged

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 (the “December

2020 Claim”).

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

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, which is not subject to an appeal.

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.

With respect to these two Court of Milan claims:

(1) in July 2023,

the Court ruled in favor of WMAI and WTUK and against the intermediary broker, and the intermediary broker has appealed the ruling against

it and (2) in June 2024, the Court ruled in favor of WMAI, WTUK and the intermediary broker, which is not subject to an appeal.

In March 2024, the Court of Milan ruled in the

Company’s favor in the December 2020 Claim brought against WTMAI, WTMAML, WTUK and WT Ireland for total damages of € 9,300 ($ 9,965 ).

The December 2020 Claim remains subject to an appeal.

Total damages sought by all investors related

to the open claims described above, including the December 2020 Claim, were approximately € 14,435 ($ 15,466 ) at June 30, 2024.

Between December 2020 and March 2022,

WMAI, WTMAML, WTUK and/or WisdomTree Ireland Limited (“WT Ireland”) were served with seven separate writs of summons

to appear before the Courts of Milan, Udine or Turin, Italy by investors 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.

Since February 2022, five of the seven

actions have been resolved in the Company’s favor, of which two are subject to appeal.

Total damages sought by all investors

related to the two remaining open and two appealed claims, including an appealed claim for total damages of € 7,830 ($ 8,740 ),

were approximately € 19,130 ($ 21,360 ) at September 30, 2024.

Additionally, in July 2023, WT Ireland received

6 unchanged sentences

less a $ 500 deductible.

An accrual has not been made with respect to these matters at June 30, 2024 and December 31, 2023.

An accrual has not been made with respect to these matters at September 30, 2024 and December 31, 2023.

Variable Interest Entities

18 unchanged sentences

the Company’s variable interests in non-consolidated VIEs:

September 30,

Carrying Amount — Assets:

Fnality Series B-1 Preference Shares (Note 7)

exposure to loss

Maximum exposure to loss

Revenues from Contracts with Customers

1 unchanged sentence

total revenues from contracts with customers:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Revenues from contracts with customers:

9 unchanged sentences

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’

A significant portion of the Company’s

revenues from contracts with customers are derived primarily from investment advisory agreements with related parties (Note 17).

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.

18 unchanged sentences

total revenues geographically as determined by where the respective management companies reside:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Revenues from contracts with customers:

20 unchanged sentences

to initially and annually (after the first two years) approve the advisory agreements of the U.S.

WisdomTree ETFs and the WisdomTree

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:

WisdomTree ETFs and the WisdomTree 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:

September 30,

Receivable from WTT

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advisory services provided to related parties:

Three Months Ended

September 30,

Nine Months Ended

September 30,

Advisory services provided to WTT

3 unchanged sentences

The Company also has investments in certain

WisdomTree products of approximately $ 65,014 and $ 52,566 at June 30, 2024 and December 31, 2023, respectively.

This includes $ 19,890 and

$ 18,308 , respectively, of investments in certain affiliated Digital Funds advised by WT Digital Management, referred to herein as “other

assets–seed capital.” Net unrealized and realized (losses)/gains related to trading WisdomTree products were ($ 161 ) and $ 1,784 ,

respectively, during the three and six months ended June 30, 2024 and $ 419 and $ 841 , respectively, during the comparable periods in 2023.

Such gains are recorded in other losses and gains, net on the Consolidated Statements of Operations.

WisdomTree products of approximately $ 81,202 and $ 52,566 at September 30, 2024 and December 31, 2023, respectively.

This includes $ 20,524

and $ 18,308 , respectively, of seed investments in certain affiliated Digital Funds advised by WT Digital Management, referred to herein

as “other assets–seed capital.” The Company also has invested an additional $ 6,000 in the WisdomTree Government Money

Market Digital Fund at September 30, 2024.

Net unrealized and realized gains related to

trading WisdomTree products were $ 554 and $ 2,278 , respectively, during the three and nine months ended September 30, 2024 and ($ 591 ) and

$ 250 , respectively, during the comparable periods in 2023.

Such gains are recorded in other losses, net on the Consolidated Statements

of Operations.

Stock-Based Awards

26 unchanged sentences

target number of PRSUs granted, as follows:

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

the relative TSR is at the 25 th percentile, then 50% of the target number of PRSUs granted

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;

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

● If the relative TSR is below the

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

● If the relative TSR is

at the 25 th percentile, then 50% of the target number of PRSUs granted will vest;

● If the relative TSR is above the

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

50 th percentile and capped at 200% of the target number of PRSUs granted for performance at the 85 th percentile;

● If the Company’s TSR is

negative, the target number of PRSUs vesting is capped at 100% regardless of the relative TSR percentile.

Stock-based compensation expense was $ 5,197

and $ 10,755 , respectively, during the three and six months ended June 30, 2024 and $ 3,970 and $ 8,506 , respectively, during the comparable

periods in 2023.

and $ 15,952 , respectively, during the three and nine months ended September 30, 2024 and $ 3,916 and $ 12,422 , respectively, during the

comparable periods in 2023.

A summary of unrecognized stock-based compensation

expense and average remaining vesting period is as follows:

June 30, 2024

September 30, 2024

Weighted-Average

2 unchanged sentences

Employees and directors $ 22,861 1.03

A summary of stock-based compensation award

activity (shares) during the three months ended June 30, 2024 is as follows:

Balance at April 1, 2024

Balance at June 30, 2024

A summary of stock-based compensation award activity

(shares) during the three months ended September 30, 2024 is as follows:

Balance at July 1, 2024

Balance at September 30, 2024

_____________________________

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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 Preferred Stock, to stockholders of record as of the close of business on March 28, 2023 (the “Record

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 $ 45.00 per

Unit (the “Exercise Price”), subject to adjustment, under certain conditions specified in the Stockholder Rights Agreement

and summarized below.

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 Preferred Stock, to stockholders of record as of the close of business on March 28, 2023 (the “Record Date”).

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 $ 45.00 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

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The following tables set forth reconciliations

of the basic and diluted earnings per share computations for the periods presented:

of the basic and diluted (loss)/earnings per share computations for the periods presented:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Basic Earnings per Share

Net (loss)/income

Loss on repurchase of Series A Preferred Stock

Income distributed to participating securities

Undistributed income allocable to participating securities

Net income available to common stockholders — Basic EPS

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

Weighted average common shares (in thousands)

Basic earnings per share

Basic (loss)/earnings per share

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Diluted Earnings per Share

Net income available to common stockholders

Net (loss)/income available to common stockholders

Undistributed income allocable to participating securities

Reallocation of undistributed income allocable to participating securities considered potentially dilutive

Net income available to common stockholders — Diluted EPS

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

Weighted Average Diluted Shares (in thousands):

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

Diluted earnings per share

Diluted earnings per share presented above

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

were 16 and 8 antidilutive non-participating common stock equivalents for the three and six months ended June 30, 2024, respectively.

Total antidilutive non-participating common stock equivalents were 157 and 208 , respectively for the three and six months ended June

Diluted (loss)/earnings per share

Diluted (loss)/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.

There were no antidilutive non-participating common stock equivalents for the three months ended September 30, 2024 and 2023 and the nine

months ended September 30, 2024.

Total antidilutive non-participating common stock equivalents were 2 for the nine months ended September

30, 2023 (shares herein are reported in thousands).

There were no potential common shares associated

with the conversion options embedded in the Convertible Notes included in weighted average diluted shares for the three and six months

ended June 30, 2024 and 2023 as the Company’s average stock price was lower than the conversion price.

with the conversion options embedded in the Convertible Notes included in weighted average diluted shares for the three months ended September

30, 2024 as the Company reported a net loss.

There were also no potential common shares during the nine months ended September 30, 2024

and the three and nine months ended September, 30, 2023 as the Company’s average stock price was lower than the conversion price.

The following table reconciles weighted average

diluted shares as reported on the Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2024

and 2023, 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:

diluted shares as reported on the Company’s Consolidated Statements of Operations for the three and nine months ended September

30, 2024 and 2023, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate

diluted (loss)/earnings per share as disclosed in the table above:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Reconciliation of Weighted Average Diluted Shares (in thousands)

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Participating securities

Weighted average shares of common stock issuable upon conversion of the Series

A Preferred Stock (Note 11)

Weighted average shares of common stock issuable upon conversion of the Series

C Preferred Stock (Note 9)

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

Weighted average shares of common stock issuable upon conversion of the Series C Preferred Stock (Note 9)

Potentially dilutive restricted stock awards

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

Effective Income Tax Rate – Three and Six Months Ended

June 30, 2024

_______________________________________

(1) Excludes 7,540 participating securities and 5,276 potentially dilutive non-participating common stock equivalents for the three months

ended September 30, 2024, as the Company reported a net loss for the period (shares herein are reported in thousands).

Effective Income Tax Rate – Three and Nine Months Ended

September 30, 2024

The Company’s effective income tax rate

during the three months ended June 30, 2024 was 26.3 %, resulting in income tax expense of $ 7,767 .

during the three months ended September 30, 2024 was 216.0 %, resulting in income tax expense of $ 8,351 .

The effective income tax rate

differs from the federal statutory tax rate of 21 % primarily due to non-deductible loss on extinguishment of convertible notes, a non-deductible

civil money penalty of $ 4,000 relating to the SEC ESG Settlement and non-deductible executive compensation.

These items were partly offset

by a lower tax rate on foreign earnings.

The Company’s effective income tax rate

during the nine months ended September 30, 2024 was 35.6 % resulting in income tax expense of $ 21,819 .

The effective income tax rate differs

from the federal statutory tax rate of 21 % primarily due to non-deductible executive compensation, an increase in the deferred tax asset

valuation allowance on losses recognized on the Company’s investments and state and local income taxes.

These items were partly

offset by a lower tax rate on foreign earnings.

from the federal statutory tax rate of 21 % primarily due to non-deductible loss on extinguishment of convertible notes, a non-deductible

civil money penalty of $ 4,000 relating to the SEC ESG Settlement and non-deductible executive compensation.

These items were partly offset

by a lower tax rate on foreign earnings.

Effective Income Tax Rate – Three and Nine Months Ended

September 30, 2023

The Company’s effective income tax rate

during the six months ended June 30, 2024 was 23.5 % resulting in income tax expense of $ 13,468 .

during the three months ended September 30, 2023 was 31.0 %, resulting in income tax expense of $ 5,836 .

The effective income tax rate differs

from the federal statutory tax rate of 21 % primarily due to non-deductible executive compensation and state and local income taxes.

items were partly offset by a lower tax rate on foreign earnings and tax windfalls associated with the vesting of stock-based compensation

Effective Income Tax Rate – Three and Six Months Ended

June 30, 2023

from the federal statutory tax rate of 21 % primarily due to an increase in the deferred tax asset valuation allowance on losses recognized

on the Company’s investments and non-deductible executive compensation.

The Company’s effective income tax rate

during the three months ended June 30, 2023 was 6.1 %, resulting in income tax expense of $ 3,555 .

during the nine months ended September 30, 2023 was 11.4 %, resulting in income tax expense of $ 10,774 .

The effective income tax rate differs

from the federal statutory tax rate of 21 % primarily due to a non-taxable gain on revaluation/termination of deferred consideration—gold

payments and a decrease in the deferred tax asset valuation allowance on losses recognized on the Company’s investments.

were partly offset by non-deductible executive compensation.

The Company’s effective income tax rate

during the six months ended June 30, 2023 was 6.5 %, resulting in income tax expense of $ 4,938 .

The effective income tax rate differs from

the federal statutory tax rate of 21 % primarily due to a non-taxable gain on revaluation/termination of deferred consideration—gold

payments, a $ 1,353 reduction in unrecognized tax benefits (including interest and penalties) and a lower tax rate on foreign earnings.

These items were partly offset by a non-deductible loss on extinguishment of our convertible notes, non-deductible executive compensation

and an increase in the deferred tax asset valuation allowance on losses recognized on our investments.

These items were partly offset by a non-deductible loss on extinguishment of our convertible notes, an increase in the deferred tax asset

valuation allowance on losses recognized on our investments and non-deductible executive compensation.

Deferred Tax Assets

A summary of the components of the Company’s

deferred tax assets at June 30, 2024 and December 31, 2023 is as follows:

deferred tax assets at September 30, 2024 and December 31, 2023 is as follows:

September 30,

Deferred tax assets:

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Goodwill and intangible assets

Software capitalization

Operating lease liabilities

Unrealized losses

Foreign currency translation adjustment

Operating lease liabilities

Software capitalization

Total deferred tax assets

Deferred tax liabilities:

Unrealized gains

Fixed assets and prepaid assets

Unremitted earnings—European subsidiaries

Foreign currency translation adjustment

Right of use assets—operating leases

Unremitted earnings—European subsidiaries

Total deferred tax liabilities:

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The Company’s tax effected capital losses

at June 30, 2024 were $ 22,380 .

at September 30, 2024 were $ 22,825 .

These capital losses expire between the years 2024 and 2029.

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These tax effected NOLs, all of which are carried forward indefinitely,

were $ 1,327 at June 30, 2024.

were $ 1,261 at September 30, 2024.

Valuation Allowance

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

As of June 30, 2024, with few exceptions, the Company

was no longer subject to income tax examinations by any taxing authority for the years before 2019.

As of September 30, 2024, 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

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The Company repatriates earnings

of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 181 and $ 186 at June 30, 2024 and December 31, 2023,

of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 80 and $ 186 at September 30, 2024 and December 31,

2023, respectively.

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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

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.

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

The Company repurchased zero and 1,096,278 shares,

respectively, of its common stock under this program during the three and six months ended June 30, 2024 and 26,582 and 631,087 shares,

respectively, during the comparable periods in 2023.

The aggregate cost of the shares repurchased during the three and six months ended

June 30, 2024 was $ 0 and $ 7,820 , respectively, and the aggregate cost of the shares repurchased during the comparable periods in 2023

was $ 156 and $ 3,540 , respectively.

Shares repurchased under this program were returned to the status of authorized and unissued on the

Company’s books and records.

As of June 30, 2024, $ 88,585 remained under

The Company repurchased 5,704,023 and 6,800,301

shares, respectively, of its common stock under this program during the three and nine months ended September 30, 2024 and 4,566 and 635,653

shares, respectively, during the comparable periods in 2023.

The aggregate cost of the shares repurchased during the three and nine months

ended September 30, 2024 was $ 55,050 and $ 62,870 , respectively, and the aggregate cost of the shares repurchased during the comparable

periods in 2023 was $ 30 and $ 3,570 , respectively.

Shares repurchased under this program were returned to the status of authorized and

unissued on the Company’s books and records.

As of September 30, 2024, $ 33,535 remained under

this program for future purchases.

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Balance at January 1, 2024

Balance at June 30, 2024

Of the total goodwill of $ 86,841 at June 30,

Balance at September 30, 2024

Of the total goodwill of $ 86,841 at September

30, 2024, $ 85,042 is not deductible for tax purposes as the acquisitions that gave rise to the goodwill were structured as stock acquisitions.

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intangible assets which are tested annually for impairment on November 30 th :

Balance at June 30, 2024

Balance at September 30, 2024

ETFS Acquisition

Software development

Balance at June 30, 2024

Balance at September 30, 2024

Balance at December 31, 2023

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Software Development (Finite-Lived)

Internally-developed software is amortized

over a useful life of three years .

Internally-developed software is amortized over

a useful life of three years .

The Company recognized amortization expense on internally-developed software of $ 384 and $ 1,070 , respectively,

during the three and six months ended June 30, 2024 and $ 106 and $ 156 , respectively, during the comparable periods in 2023.

As of June 30, 2024, expected amortization expense

for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows:

during the three and nine months ended September 30, 2024 and $ 249 and $ 355 , respectively, during the comparable periods in 2023.

As of September 30, 2024, expected amortization

expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows:

Remainder of 2024

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Sale of Canadian ETF Business

During the three and six months ended June 30,

During the three and nine months ended September

30, 2023, the Company recognized a gain of $ 0 and $ 1,477 , respectively, from remeasuring a contingent payment to its realizable value.

gain was recorded in other losses and gains, net.

During the three and six months ending June,

This gain was recorded in other losses, net.

During the three and nine months ending September,

30, 2023, the Company recognized an impairment of $ 2,391 and $ 7,291 , respectively, on its investment in Securrency, Inc.

to reduce the carrying

value of its investment to fair value.

to reduce the

carrying value of its investment to fair value.

During the three and nine months ended September

30, 2023, the Company recognized an impairment of $ 312 on its other investments.

Segment Information

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The key measures of segment profit or loss that

the CODM uses to allocate resources and assess performance are the Company’s consolidated adjusted operating income and adjusted

operating income margin, which are exclusive of items that are non-recurring or not core to the Company’s operating business.

table below shows a reconciliation of the Company’s operating income and operating income margin as computed under U.S.

the CODM uses to allocate resources and assess performance are the Company’s consolidated net income, as reported on the Consolidated

Statements of Operations, as well as adjusted operating income and adjusted operating income margin, which are exclusive of items that

are non-recurring or not core to the Company’s operating business.

The table below discloses these key measures

and is inclusive of a reconciliation of the Company’s operating income and operating income margin as computed under U.S.

the Company’s Non-GAAP adjusted operating income and adjusted operating income margin utilized by the CODM:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Net (loss)/income

Adjusted Operating Income Margin

Operating revenues

Legal expenses expected to be covered by insurance

Operating revenues, as adjusted

Operating income

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Adjusted operating income margin

The CODM also uses net income, as reported on

the Consolidated Statements of Operations, as an additional measure when determining investments for growth initiatives and the Company’s

ability to pay dividends.

Assets provided to the CODM are consistent with those reported on the Consolidated Balance Sheets with particular

emphasis on the Company’s available liquidity, including its cash, cash equivalents and restricted cash, financial instruments owned,

accounts receivable and securities held-to-maturity, reduced by current liabilities, seed capital and regulatory capital requirements.

Expenses incurred in response to an activist

campaign for the nine months ended September 30, 2024 and 2023 include $ 4,857 and $ 5,733 , respectively, of professional fees, and $ 109

and $ 147 , respectively, of other expenses.

All expense categories on the Consolidated Statements

of Operations are significant and there are no other significant segment expenses that would require disclosure.

Assets provided to the

CODM are consistent with those reported on the Consolidated Balance Sheets with particular emphasis on the Company’s available liquidity,

including its cash, cash equivalents and restricted cash, financial instruments owned, accounts receivable and securities held-to-maturity,

reduced by current liabilities, seed capital and regulatory capital requirements.

There are no intra-entity sales or transfers

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operating segment.

Information related to the Company’s

products and services and geographical distribution of revenues is disclosed in Note 16.

Information related to the Company’s products

and services and geographical distribution of revenues is disclosed in Note 16.

Subsequent Events

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements