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Item 1. Business

2025-02-26 compared with 2024-02-23 · 1042 added, 550 removed, 144 unchanged (92% of the section changed)

We are a global financial innovator, offering a well -diversified suite of exchange traded products, or ETPs, models, solutions and products leveraging blockchain technology.

We empower investors and consumers to shape their future and support financial professionals to better serve their clients and grow their businesses.

We are leveraging the latest financial infrastructure to create products that provide access, transparency and an enhanced user experience.

Building on our heritage of innovation, we are also developing and have launched next -generation digital products, services and structures, including digital or blockchain -enabled mutual funds (“Digital Funds”) and tokenized assets, as well as our blockchain -native digital wallet, WisdomTree Prime, which is currently available in the U.S.

in 38 states, representing approximately 70% of the U.S.

We had approximately $100.1 billion in assets under management, or AUM, as of December 31, 2023.

Our family of ETPs includes products that provide exposure to equities, fixed income, commodities, leveraged -and-inverse , currency, alternatives and cryptocurrency strategies.

We have launched many first -to-market products and pioneered alternative weighting we call “Modern Alpha,” which combines the outperformance potential of active management with the benefits of passive management to offer investors cost -effective funds that are built to perform.

Most of our equity -based funds employ a fundamentally weighted investment methodology, which weights securities based on factors such as dividends, earnings or investment factors, whereas most other industry indexes use a capitalization weighted methodology.

These products are distributed through all major channels in the asset management industry, including banks, brokerage firms, registered investment advisers, institutional investors, private wealth managers and online brokers primarily through our sales force.

We believe technology is altering the way financial advisors conduct business and through our Advisor and Portfolio Solutions programs we offer technology -enabled and research -driven solutions including portfolio construction, asset allocation, practice management services and digital tools to help financial advisors address technology challenges and grow and scale their businesses.

We are at the forefront of innovation and believe that tokenization and leveraging the utility of blockchain technology is the next evolution in financial services.

We are building the foundation that we believe will allow us to lead in this coming evolution.

WisdomTree Prime, our blockchain -native digital wallet, positions us to expand our blockchain -enabled financial product and services offerings with a new direct -to-consumer channel where spending, saving and investing are united.

As we continue to pursue our digital assets strategy, we are embracing what we refer to as “responsible DeFi,” which we believe upholds the foundational principles of regulation in this innovative and quickly evolving space.

We believe that our expansion into digital assets and blockchain -enabled finance complements our existing core competencies in a holistic manner and will diversify our revenue streams and contribute to our growth.

We were incorporated under the laws of the state of Delaware on September 19, 1985 as Financial Data Systems, Inc.

We are a global financial innovator, offering

a diverse suite of ETPs, models, solutions and products leveraging blockchain technology.

Our offerings empower investors to shape their

financial future and equip financial professionals to grow their businesses.

Leveraging the latest financial infrastructure, we create

products that emphasize access, transparency and provide an enhanced user experience.

Building on our heritage of innovation, we have

introduced next-generation digital products and services, including blockchain-enabled mutual funds (“Digital Funds”), tokenized

assets and our blockchain-native digital wallet, WisdomTree Prime ® , which is currently available in 45 U.S.

states, covering approximately

80% of the U.S.

Our institutional platform, WisdomTree Connect™, further expands access to our tokenized assets.

As of December 31, 2024, we managed approximately

$109.8 billion in assets under management, or AUM.

Our ETPs span a broad range of strategies including equities, fixed income, commodities,

leveraged-and-inverse, currency, alternatives and cryptocurrency exposures.

We have launched many first-to-market products and pioneered

a unique alternative-weighting approach called “Modern Alpha” that combines the outperformance potential of active management

with the cost effective benefits of passive management.

Our products are distributed across all major

asset management industry channels, including banks, brokerage firms, registered investment advisers, institutional investors, private

wealth managers and online brokers, primarily through our dedicated sales team.

We believe technology is transforming how financial advisors

conduct business, and through our Advisor and Portfolio Solutions programs we offer technology-enabled and research-driven solutions.

include portfolio construction, asset allocation, practice management services and digital tools to help advisors address technology challenges

and scale their businesses.

As pioneers in blockchain-enabled financial

services, we view the tokenization of real-world assets to be the next phase in the evolution of our industry.

Through our digital assets

strategy, we are committed to “responsible DeFi,” aligning with regulatory standards to foster growth in this rapidly evolving

We believe that expanding into digital assets and blockchain-enabled finance not only complements our core competencies but will

diversify our revenue streams and further contribute to our growth.

We were incorporated under the laws of the state

of Delaware on September 19, 1985 as Financial Data Systems, Inc.

and were ultimately renamed WisdomTree, Inc.

2 unchanged sentences

WisdomTree ETPs

We offer ETPs covering equity, fixed income, commodities, leveraged -and-inverse , currency, alternatives and cryptocurrency.

The chart below sets forth the asset mix of our ETPs at December 31, 2021, 2022 and 2023:

We offer ETPs covering equity, fixed income,

commodities, leveraged-and-inverse, currency, alternatives and cryptocurrency.

The chart below sets forth the asset mix of our ETPs at

December 31, 2022, 2023 and 2024:

Our Operating and Financial Results

We operate as an ETP sponsor and asset manager, providing investment advisory services globally through our subsidiaries in the U.S.

We operate as an ETP sponsor and asset manager,

providing investment advisory services globally through our subsidiaries in the U.S.

The AUM of our U.S.

listed exchange traded funds, or U.S.

listed ETFs, increased from $56.0 billion at December 31, 2022 to $72.5 billion at December 31, 2023 due to net inflows and market appreciation.

listed exchange traded funds,

listed ETFs, increased from $72.5 billion at December 31, 2023 to $79.1 billion at December 31, 2024 due to market appreciation

and net inflows.

European Listed ETPs

The AUM of our European listed (including internationally cross -listed ) ETPs, or European listed ETPs, increased from $26.0 billion at December 31, 2022 to $27.6 billion at December 31, 2023, due to market appreciation, partly offset by net outflows.

The AUM of our European listed (including internationally

cross-listed) ETPs, or European listed ETPs, increased from $27.6 billion at December 31, 2023 to $30.7 billion at December 31, 2024,

due to market appreciation, partly offset by net outflows.

Consolidated Operating Results

The following table sets forth our revenues and net income for the last three years.

• Revenues – We recorded operating revenues of $349.0 million during the year ended December 31, 2023, up 15.8% from the year ended December 31, 2022 due to higher average AUM and higher other income from large flows from some of our European products, partly offset by a lower average advisory fee.

• Expenses – Total operating expenses increased 8.4% from the year ended December 31, 2022 to $261.5 million primarily due to higher stock -based compensation and headcount, fund management and administration costs, professional fees, marketing expenses, third -party distribution fees, sales and business development expenses and other expenses.

These increases were partly offset by the termination of our deferred consideration—gold payments obligation on May 10, 2023.

• Other Income/(Expenses) – Other income/(expenses) includes interest income and interest expense, gains and losses on revaluation/termination of deferred consideration—gold payments, impairments and other losses and gains.

See “Other Income/(Expenses)” in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

• Net income – We reported net income of $50.7 million and $102.5 million during the years ended December 31, 2022 and 2023, respectively.

See “Non -GAAP Financial Measures” included in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

We believe seasonal fluctuations in the asset management industry are common, however such trends are generally masked by global market events and market volatility in general.

Therefore, period -to-period comparisons of our or the industry’s flows and operating results may not be meaningful or indicative of results in future periods.

The following table sets forth our revenues

and net income for the last three years.

● Revenues – We recorded operating revenues of $427.7 million during the year ended December 31, 2024, up 22.5% from

the year ended December 31, 2023 due to higher average AUM and higher other revenues attributable to our European listed ETPs.

addition, operating revenues during the year ended December 31, 2024 include $4.3 million of other revenue related to legal and other

expenses expected to be covered by insurance that were incurred in connection with a settlement with the SEC regarding certain statements about the ESG screening process for three ETFs advised by WisdomTree Asset

Management, Inc.

(the “SEC ESG Settlement”).

● Expenses – Total operating expenses increased 11.1% from the year ended December 31, 2023 to $290.4 million primarily

due to higher incentive and stock-based compensation expense and increased headcount, fund management and administration costs, marketing

expenses, sales and business development expenses, third-party distribution fees, as well as higher depreciation and amortization.

expenses during the year ended December 31, 2024 also includes $4.3 million of legal and other related expenses expected to be covered

by insurance that were incurred in connection with the SEC ESG Settlement.

These increases were partly offset by lower contractual gold

payments associated with the termination of our deferred consideration—gold payments obligation on May 10, 2023.

● Other Income/(Expenses) – Other income/(expenses) includes interest income and interest expense, gains and losses on

revaluation/termination of deferred consideration—gold payments, impairments and other losses and gains.

See “Other Income/(Expenses)”

in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

● Net income – We reported net income of $102.5 million and $66.7 million during the years ended December 31, 2023 and

2024, respectively.

See “Non-GAAP Financial Measures”

included in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional

We believe seasonal fluctuations in the asset

management industry are common, however such trends are generally masked by global market events and market volatility in general.

period-to-period comparisons of our or the industry’s flows and operating results may not be meaningful or indicative of results

in future periods.

Our Industry – ETPs

We believe ETPs have been one of the most innovative investment products to emerge in the last two decades in the asset management industry.

As of December 31, 2023, aggregate AUM of ETPs globally was $11.6 trillion.

The chart below reflects the AUM of the global ETP industry since 2006:

As of December 31, 2023, we were the fourteenth largest ETP sponsor globally based on AUM.

We believe ETPs have been one of the most innovative

investment products to emerge in the last two decades in the asset management industry.

As of December 31, 2024, aggregate AUM of

ETPs globally was $13.8 trillion.

The chart below reflects the AUM of the global

ETP industry since 2006:

As of December 31, 2024, we were the 15 th

largest ETP sponsor globally based on AUM.

GLOBAL RANKING

1 unchanged sentence

Charles Schwab

Exchange traded funds, or ETFs, have become more popular among a broad range of investors as they come to understand the benefits of ETFs and use them for a variety of purposes and strategies, including low -cost index investing and asset allocation, access to specific asset classes, protective hedging, income generation, arbitrage opportunities and diversification.

While ETFs are similar to mutual funds in many respects, they also have some important differences:

ProFunds/ProShares

Exchange traded funds, or ETFs, while similar

to mutual funds in many respects, attract a wide array of investors who value their unique benefits, including:

● Transparency.

ETFs disclose the composition of their underlying portfolios on a daily basis, unlike mutual funds, which typically disclose their holdings every 90 days.

ETFs disclose the composition of their underlying portfolios on a daily basis, unlike mutual funds, which

typically disclose their holdings every 90 days.

● Intraday trading, hedging strategies and complex orders .

Like stocks, ETFs and other exchange -traded products can be bought and sold on exchanges throughout the trading day at market prices.

ETFs update the indicative values of their underlying portfolios every 15 seconds.

As publicly -traded securities, ETF shares can be purchased on margin and sold short, enabling the use of hedging strategies, and traded using limit orders, allowing investors to specify the price points at which they are willing to trade.

Like stocks, ETFs and other exchange-traded products can be

bought and sold on exchanges throughout the trading day at market prices.

ETFs update the indicative values of their underlying portfolios

every 15 seconds.

As publicly-traded securities, ETF shares can be purchased on margin and sold short, enabling the use of hedging strategies,

and traded using limit orders, allowing investors to specify the price points at which they are willing to trade.

● Tax efficiency.

In the U.S., whenever a mutual fund or ETF realizes a capital gain that is not balanced by a realized loss, it must distribute the capital gain to its shareholders.

These gains are taxable to all shareholders, even those who reinvest the gain distributions in additional shares of the fund.

However, most ETFs typically redeem their shares through “in -kind ” redemptions in which low -cost securities are transferred out of the ETF in exchange for fund shares in a non -taxable transaction.

By using this process, ETFs can avoid the transaction fees and tax impact incurred by mutual funds that sell securities to generate cash to pay out redemptions.

In the U.S., whenever a mutual fund or ETF realizes a capital gain that is not balanced by a realized

loss, it must distribute the capital gain to its shareholders.

These gains are taxable to all shareholders, even those who reinvest the

gain distributions in additional shares of the fund.

However, most ETFs typically redeem their shares through “in-kind” redemptions

in which low-cost securities are transferred out of the ETF in exchange for fund shares in a non-taxable transaction.

By using this process,

ETFs can avoid the transaction fees and tax impact incurred by mutual funds that sell securities to generate cash to pay out redemptions.

● Uniform pricing.

From a cost perspective, ETFs are one of the most equitable investment products on the market.

Investors in a U.S.

listed ETF pay identical advisory fees regardless of the investors’ size, structure or sophistication.

Unlike mutual funds, U.S.

listed ETFs generally do not have different share classes or different expense structures for retail and institutional clients and ETFs typically are not sold with sales loads or 12b -1 fees.

Unlike mutual funds,

listed ETFs generally do not have different share classes or different expense structures for retail and institutional clients and

ETFs typically are not sold with sales loads or 12b-1 fees.

In many cases, ETFs offer lower expense ratios than comparable mutual funds.

ETFs are used in various ways by a range of investors, from conservative to speculative uses including:

ETFs are used in various ways by a range of

investors with varying strategies and objectives, from conservative to speculative uses including:

● Low-cost index investing.

ETFs provide exposure to a variety of broad -based indexes across equities, fixed income, commodities and other asset classes and strategies, and can be used as both long -term portfolio holdings or short -term trading tools.

ETFs offer an efficient and less costly method by which to gain exposure to indexes as compared to individual stock ownership.

ETFs provide exposure to a variety of broad-based indexes across equities, fixed income, commodities

and other asset classes and strategies, and can be used as both long-term portfolio holdings or short-term trading tools.

ETFs offer an

efficient and less costly method by which to gain exposure to indexes as compared to individual stock ownership.

● Improved access to specific asset classes.

Investors often use ETFs to gain access to specific market sectors or regions around the world or a particular asset, such as physical gold or crypto, by investing in an ETF that holds a portfolio of securities in that sector, region or asset rather than gaining exposure by purchasing individual securities, physical commodities or currencies.

Investors often use ETFs to gain access to specific market sectors or regions

around the world or a particular asset, such as physical gold or crypto, by investing in an ETF that holds a portfolio of securities in

that sector, region or asset rather than gaining exposure by purchasing individual securities, physical commodities or currencies.

● Asset allocation.

Investors seeking to invest in various asset classes to develop an asset allocation model in a cost -effective manner can do so easily with ETFs, which offer broad exposure to various asset classes in a single security.

Investors seeking to invest in various asset classes to develop an asset allocation model in a cost-effective

manner can do so easily with ETFs, which offer broad exposure to various asset classes in a single security.

● Protective hedging.

Investors seeking to protect their portfolios may use ETFs as a hedge against unexpected declines in prices of securities arising from market movements and changes in currency and interest rates.

Investors seeking to protect their portfolios may use ETFs as a hedge against unexpected declines

in prices of securities arising from market movements and changes in currency and interest rates.

● Income generation.

Investors seeking to obtain income from their portfolios may buy fixed income ETFs that typically distribute monthly income or dividend -paying ETFs that encompass a basket of dividend -paying stocks rather than buying individual stocks.

Investors seeking to obtain income from their portfolios may buy fixed income ETFs that typically

distribute monthly income or dividend-paying ETFs that encompass a basket of dividend-paying stocks rather than buying individual stocks.

● Speculative investing.

Investors with a specific directional opinion about a market sector may choose to buy or sell (long or short) an ETF covering or leveraging that market sector.

Sophisticated investors may use ETFs to exploit perceived value differences between the ETF and the value of the ETF’s underlying portfolio of securities.

Investors with a specific directional opinion about a market sector may choose to buy or sell

(long or short) an ETF covering or leveraging that market sector.

Sophisticated investors may use ETFs to exploit perceived value differences between the ETF and the value

of the ETF’s underlying portfolio of securities.

● Diversification.

By definition, ETFs represent a basket of securities and each fund may contain hundreds or even thousands of different individual securities.

The “instant diversification” of ETFs provides investors with broad exposure to an asset class, market sector or geography.

The ETF sector of the asset management industry continues to demonstrate that it is favored among investors.

According to Morningstar, from January 1, 2021 through December 31, 2023, equity ETFs have generated positive inflows of approximately $1.9 trillion, while long -term equity mutual funds have generated outflows of approximately ($830) billion.

In addition, ETF fixed income flows are benefiting from a broader range of investors gravitating toward fixed income products in the ETF structure.

By definition, ETFs represent a basket of securities and each fund may contain hundreds or even thousands

of different individual securities.

The “instant diversification” of ETFs provides investors with broad exposure to an asset

class, market sector or geography.

The ETF sector of the asset management industry

remains highly favored among investors.

According to Morningstar, from January 1, 2022 through December 31, 2024, equity ETFs have generated

positive inflows of approximately $2.0 trillion, while long-term equity mutual funds have generated outflows of approximately ($1.6) trillion.

In addition, ETF fixed income flows are benefiting from a broader range of investors gravitating toward fixed income products in the ETF

We believe this trend is due to the inherent benefits of ETFs – transparency, liquidity and tax efficiency.

We believe that our growth, and the growth of the industry in which we operate, will continue to be driven by the following factors:

• Education and greater investor awareness.

Over the last several years, ETPs have been taking a greater share of inflows and AUM from mutual funds.

We believe investors have become more aware of some of the deficiencies of mutual funds and other financial products and are increasing their focus on important characteristics of their traditional investments – namely transparency, tradability, liquidity, tax efficiency and fees.

Their attention and education focused on these important investment characteristics may be one of the drivers of the shift in inflows from traditional mutual funds to ETPs.

We believe these products will continue to take market share from traditional mutual funds and other financial products or structures such as hedge funds, separate accounts and individual stocks as investors continue to become more aware and educated about ETPs and their benefits.

• Move to fee -based models.

Financial advisors are shifting their business model from one that is “transaction -based ,” that is, based on commissions for trades or receiving sales loads, to a “fee -based ” approach, where an overall fee is charged based on the value of AUM.

This fee -based approach lends itself to the advisor selecting lower -fee financial products, and in our opinion, better aligns advisers with the interests of their clients.

Since ETFs generally charge lower fees than mutual funds, we believe this model shift will benefit the ETF industry.

• Innovative product offerings.

ETPs are now available for virtually every asset class including equities, fixed income, commodities, leveraged -and-inverse , currencies, alternative strategies and cryptocurrencies (with greater access in markets outside the U.S.).

However, we believe that there remain substantial areas for sponsors to continue to innovate, including cryptocurrency, liquid alternative, thematic and other strategies.

We also believe the further expansion of ETPs will fuel additional growth and investments from investors who typically access these products through hedge funds, separate accounts, stock investments or the futures and commodity markets.

• Changing demographics.

As the “baby boomer” generation continues to mature and retire, we expect that there will be a greater demand for a broad range of investment solutions, with an emphasis on income generation and principal protection, and that more of these investors will seek advice from professional financial advisors.

We believe these financial advisors will migrate more of their clients’ portfolios to ETPs due to their lower fees, better fit within fee -based models, and their ability to provide access to more diverse market sectors, improve multi -asset class allocation, and be used for different investment strategies, including income generation.

Overall, we believe ETFs are well -suited to meet the needs of this large and important group of investors.

In addition, since many younger investors and financial advisors have demonstrated a preference for the ETP structure over traditional product structures, we believe that wealth transfers from one generation to another will also have a positive effect on ETP industry growth.

• International markets.

We believe the growth of ETPs is a global phenomenon.

We anticipate our growth, along with that of

the industry, will continue to be driven by the following factors:

● Increased investor awareness.

ETPs have been gaining market share from mutual funds as investors become more aware of

their key advantages – transparency, liquidity, tax efficiency and generally lower fees.

We expect this shift in inflows from traditional

mutual funds to ETPs to continue as investors become more informed about these benefits.

● Transition to fee-based models.

Financial advisors are increasingly adopting a fee-based approach, where they charge

clients based on AUM rather than earning commissions on transactions.

Since ETFs typically offer lower expense ratios than mutual funds,

we believe this transition will further support ETF industry growth.

● Innovative products.

ETPs now cover nearly every asset class, from equities to fixed income to commodities and cryptocurrencies.

Significant potential remains for innovation in areas such as thematic, liquid alternative and cryptocurrency strategies and expanding

ETP access to investors who might otherwise use hedge funds, separate accounts, single-stock investments, futures or direct investment

in commodity markets.

● Evolving demographics.

As the “baby boomer” generation continues to retire, we anticipate increased demand

for diverse investment solutions focused on income generation and principal protection, with more investors seeking guidance from financial

Advisors are likely to allocate a greater share of clients’ portfolios to ETPs, given their typically lower expense ratios,

alignment with fee-based models, and ability to enhance multi-asset allocation across varied market sectors.

We believe ETFs are well-suited

to meet the needs of this significant investor group.

Additionally, with many younger investors and advisors showing a preference for

ETPs, we expect generational wealth transfers to further drive growth in the ETP industry.

● International expansion.

While the U.S.

currently represents the vast majority of global ETP assets, many of the same growth drivers in the U.S.

market are also taking hold in global markets.

currently represents the majority of ETP assets, the same growth factors are

emerging globally, suggesting continued international expansion for ETPs.

Our Industry – Digital Assets

We believe that digital assets, tokenization and blockchain technology will help to innovate and evolve financial services from an investments, savings, payments and operational perspective.

The digital assets industry has picked up significant momentum among market participants, including asset management firms, fintech firms, banks, broker -dealers and investors, which has spurred unprecedented adoption, growth and innovation.

We believe that the benefits of blockchain technology can provide for the best product structures and executions in financial services.

We expect that over time, benefits will include the following:

We believe that digital assets, tokenization

and blockchain technology will drive innovation across financial services, transforming investments, savings, payments and operations.

The digital assets industry has gained significant momentum among market participants, including asset management and fintech firms, banks,

broker-dealers and investors.

We anticipate that blockchain technology will enhance product structures and execution in financial services,

with benefits including:

● Transparency.

Blockchain technology employs mutualized standards, protocols and shared processes, acting as a single shared source of truth for network participants.

The increased transparency among financial institutions and market participants may also improve regulatory reporting and monitoring.

Blockchains’ distributed ledger technology provide a shared, immutable record of transactions for

network participants, potentially improving transparency, regulatory reporting, and oversight.

● Economic benefits.

Automated, more efficient processes may lead to reduced operational, transactional and infrastructure costs.

• Streamlined processes.

Automation and overall operational efficiency increases with the use of blockchain technology.

It enables real -time (near instant) settlement, auditability and reporting;

and it reduces processing times, the potential for error and delay, and the number of steps and intermediaries required to achieve the same levels of confidence in traditional processes, thereby reducing counterparty risks.

• New products and potential markets.

Blockchain technology can make fractionalized ownership of real -world assets and tokenized economies a reality, with the same, if not better, level of security and scalability found in traditional finance.

• Programmable capabilities.

Through the creation and execution of smart contracts, governance protocols, compliance, data privacy, customer identification (e.g., KYC/AML), system incentives and features can be programmed or built into the assets themselves.

Automation and streamlined processes may reduce operational, transactional and infrastructure costs.

● Process efficiency.

Blockchain technology enables near-instant settlement, real-time auditability, and fewer intermediaries,

cutting down on errors, delays and counterparty risks.

● New products and markets.

Blockchain technology supports fractionalized ownership and tokenized economies, offering

secure and scalable alternatives to traditional finance.

● Programmable features.

Smart contracts are programmable and can be designed to enforce governance principles, compliance

requirements, data privacy protections and system incentives.

They also can facilitate customer identification (e.g., KYC/AML protocols)

compliance by enforcing access controls and transaction restrictions.

● Scalability.

Blockchain technology supports interoperability between private and public blockchains, thereby expanding the global reach and resiliency of transactions.

The laws and regulatory frameworks pertaining to digital assets and blockchain technology continue to evolve with an increase in scope and complexity.

Contemporaneously, there has been heightened regulatory scrutiny of digital asset activities, which include material litigation and regulatory proceedings (e.g., enforcement actions) by government authorities, an increase in cybersecurity incidents leading to the theft or severe loss of assets, and insolvency proceedings (including bankruptcies) resulting from a variety of factors including poor risk management and oversight controls, speculative or risky behavior, and/or fraud or the misappropriation of customer funds.

As a financial innovator seeking to bridge the gap between traditional finance and blockchain -enabled finance, we are embracing what we refer to as “responsible DeFi” for our digital assets and blockchain -enabled products and services, which we believe upholds the foundational principles of regulation in this innovative and rapidly evolving space.

We are committed to being a trusted provider of innovative products and services guided by proactive engagement and continued collaboration with current and new regulators.

Competition in the digital assets industry on a global basis is increasing, ranging from large, established financial incumbents to smaller, early -stage financial technology providers and companies.

There are jurisdictions with more stringent and robust regulatory and compliance requirements than others, which could impact the ability of a company to compete in the digital assets industry.

We believe that we will continue to successfully compete in the digital assets industry by offering innovative products through digital asset exposures, generating strong after -fee performance and track records, embracing regulation, developing strategic partnerships with participants in the digital assets ecosystem, promoting thought leadership and investor education or awareness, building upon our brand and attracting and retaining talented employees.

We remain focused on providing the best structures and executions in financial services through digital assets and blockchain technology.

Blockchain technology supports interoperability across public and private networks which expands global

transaction reach and resilience.

The laws and regulatory frameworks for digital

assets and blockchain technology are expanding in scope and complexity, accompanied by increased scrutiny of digital asset activities.

This includes litigation and regulatory actions, a rise in cybersecurity incidents with asset loss, and insolvency proceedings often related

to inadequate risk management, speculative practices or fraud.

In addition, the new U.S.

administration and Congress may propose new laws

and regulations related to digital assets.

As a financial innovator bridging traditional and blockchain-enabled finance, we embrace what

we refer to as “responsible DeFi” for our digital asset offerings, aligning with regulatory principles in this dynamic space.

We are committed to providing trusted, innovative products and services through proactive engagement and collaboration with regulators.

Global competition in the digital assets industry

is intensifying, with players ranging from established financial incumbents to early-stage financial technology providers.

Varying regulatory

and compliance standards across jurisdictions may impact a company’s competitive positioning.

We aim to excel in the digital assets

space by offering innovative products, delivering strong after-fee performance, embracing regulation, forming strategic partnerships,

promoting thought leadership and building brand recognition.

Our focus remains on delivering the best structures and execution through

digital assets and blockchain technology, supported by our experienced team.

Our Competitive Strengths

• Well -positioned in large and growing markets.

We believe that ETPs are well positioned to grow significantly faster than the asset management industry as a whole, making our focus on ETPs an advantage over traditional asset management firms.

We also believe that asset tokenization will be the future of financial services and expect our early -mover position in digital assets will serve to solidify our position as a forward -thinking innovator and industry leader in blockchain -enabled financial services.

• Strong, seasoned and creative management team.

We have built a strong and dedicated senior leadership team.

Most of our leadership team has significant ETP or financial services industry experience in fund operations, regulatory and compliance oversight, product development and management or marketing and communications.

We also continue to expand our global digital assets team, which is focused on growing existing and developing new investment products, indexes and strategies that provide exposure to digital assets, along with new blockchain -enabled products and services across global markets.

Whether through ETPs, digital assets or decentralized finance, we will continue to be a trusted provider of innovative products and services guided by proactive engagement and regulatory collaboration.

We believe that our team has demonstrated an ability to innovate as well as recognize and respond to market opportunities and effectively execute our strategy and has a proven track record including developing an ETP sponsor from the ground up despite significant competitive regulatory and operational barriers.

● Well-positioned in growing markets.

We believe ETPs are set to grow faster than the broader asset management industry,

giving us an edge over legacy mutual fund providers.

We also expect our early entry into digital assets will reinforce our role as an

innovator and leader in blockchain-enabled financial services.

● Experienced and innovative leadership.

Our seasoned team brings deep expertise across ETPs, fund operations, regulatory

compliance, marketing and product development.

We are continuing to expand our global digital assets team to develop new investment products,

indexes and blockchain-enabled solutions.

Whether through ETPs, digital assets or decentralized finance, we are committed to delivering

innovative, trusted products and services in collaboration with regulators.

We believe our team has consistently capitalized on market

opportunities, building a competitive ETP sponsor despite significant competitive, regulatory and operational challenges.

● Strong performance.

We create our own indexes, most of which weight companies in our equity ETFs by a measure of fundamental value and are rebalanced annually.

By contrast, traditional indexes are market capitalization weighted and tend to track the momentum of the market.

We also offer actively managed ETFs, as well as ETFs based on third -party indexes.

We create our own indexes, most of which weight companies in our equity ETFs by a measure of fundamental

value and are rebalanced annually.

By contrast, traditional indexes are market capitalization weighted and tend to track the momentum

of the market.

We also offer actively managed ETFs and ETFs that track third-party indexes.

In evaluating the performance of our U.S.

listed equity, fixed income and alternative ETFs against actively managed and index based mutual funds and ETFs, over 80% of our U.S.

listed AUM covered by Morningstar were in the top two quartiles of peer performance in the 3 -year and 10 -year timeframes.

In addition, approximately 50% of our U.S.

listed AUM is rated 4- or 5 -star by Morningstar.

listed AUM covered by Morningstar were in the top quartile of peer performance on the 3-year timeframe and over 65% of our U.S.

AUM covered by Morningstar were in the top two quartiles of peer performance on the 10-year timeframe.

In addition, approximately 59%

were rated 4- or 5-star by Morningstar.

● Differentiated product set, powered by innovation and performance.

Our products span a variety of traditional and high growth asset classes covering equity, fixed income, commodity, leveraged -and-inverse , currency, alternative strategies and cryptocurrency, and include both passive and actively managed funds.

We are also developing and have launched next -generation digital products, services and structures, including Digital Funds and tokenized assets.

Our innovations include the following:

• the launch of the WisdomTree Prime mobile application, our blockchain -native digital wallet that serves as a new direct -to-consumer channel positioning us as an early mover and industry leader in blockchain -enabled financial services;

the application is currently available in 38 states in the U.S., representing approximately 70% of the U.S.

• the tokenization of real -world assets like physical gold (i.e., gold tokens) and U.S.

dollars (i.e., dollar tokens);

• 13 Digital Funds accessible through WisdomTree Prime including a government money market fund and other digital funds offering asset allocation, fixed income and equity exposures that use blockchain technology to maintain a secondary record of their respective shares on one or more blockchains (e.g., Stellar or Ethereum);

• among the first to launch a spot bitcoin ETF in the U.S.;

• the first ETF to add bitcoin futures exposure;

• the first gold and oil ETPs via our acquisition of the European exchange -traded commodity, currency and leveraged -and-inverse business of ETFS Capital Limited, or ETFS Capital.

Throughout this Report, we refer to the acquired business as ETFS and the acquisition as the ETFS Acquisition;

• the first emerging markets small -cap equity ETF;

• the first actively managed currency ETF;

• the first ETF to provide investors with access to the Additional Tier 1 Contingent Convertible, or CoCo, bond market;

• one of the first international local currency denominated fixed income ETFs;

• the first managed futures strategy ETF;

• the first currency hedged international equity ETFs in the U.S.;

• the first 90/60 balanced ETF;

• the first multifactor ETFs incorporating dynamic currency hedging as a factor;

• the first smart beta corporate bond suite.

Our product development strategy utilizes our Modern Alpha approach, which combines the outperformance potential of active management with the benefits of passive management to offer investors cost -effective funds that are built to perform.

Self -indexing is a significant component of this approach.

Many of our products are based on proprietary WisdomTree indexes which we believe gives us several advantages.

First, it minimizes our third -party index licensing fees, which increases our profitability.

Second, because we develop our own intellectual property, we are intimately familiar with our strategies and able to effectively communicate their value proposition in the market with research content and support.

Third, it can enhance our speed to market and first mover advantage.

Fourth, because these indexes are proprietary to WisdomTree, we may face similar competition, but we never face exact competition.

Our expertise in product development combined with our self -indexing capabilities provides a strategic advantage, enabling us to launch innovative products.

Building on our heritage of innovation, we are developing and have launched next -generation digital products and structures, including Digital Funds and tokenized assets.

Our product suite spans traditional and high growth

asset classes including equity, fixed income, commodity, leveraged-and-inverse, currency, alternative strategies and cryptocurrency, across

both passive and actively managed funds.

We are pioneering next-generation digital offerings, such as Digital Funds and tokenized assets.

Key innovations include:

• WisdomTree Prime Mobile App:

Our blockchain-native digital wallet serves as a direct-to-consumer channel, currently available

in 45 states (or 80% of the U.S.

population), positioning us as an early mover and industry leader in blockchain-enabled financial services.

The frequent release of new features and product updates enhance the application’s product offering;

• WisdomTree Connect:

This platform offers businesses and institutional users direct access

to our Digital Funds using their own self-hosted wallet or a third-party custodial wallet service.

In the future, we believe that the

WisdomTree Connect platform will also enable additional distribution capabilities through potential business-to-business-to-consumer (B2B2C)

opportunities;

• Real-World Asset Tokenization:

We offer tokenized physical assets like gold and U.S.

dollars, as well as a suite of 13 Digital

Funds offering asset allocation, fixed income and equity exposures using a blockchain integrated recordkeeping system on networks such

as Stellar or Ethereum;

• First-to-Market ETF Offerings:

We have been the first to introduce groundbreaking ETFs, including the first currency-hedged

international equity ETFs in the U.S., the first gold and oil ETPs in Europe and the first smart beta corporate bond suite.

firsts include the first ETF to add bitcoin futures exposure, multifactor ETFs with dynamic currency hedging as a factor, a 90/60 balanced

ETF and the emerging markets small-cap equity ETF, as well as one of the first spot bitcoin ETFs in the U.S.

Our product development strategy utilizes our Modern Alpha

approach, which combines the outperformance potential of active management with the cost-effective benefits of passive management, delivering

products optimized for performance.

Self-indexing is a core part of this strategy, providing competitive advantages such as reduced third-party

index licensing fees for higher profitability, effective market positioning and research content, speed to market, and a unique value

proposition in our proprietary WisdomTree indexes.

This distinctive approach allows us to lead with innovative products that are built

● Extensive marketing, research and sales efforts.

We have invested significant resources to establish the WisdomTree brand and to promote our products through online and television targeted advertising and social media, as well as through our public relations efforts.

Close to 40% of our employees are dedicated to marketing, research and sales.

Our sales professionals are the primary points of contact for financial advisors, independent advisory firms and institutional investors who invest in our ETPs.

Their efforts are enhanced through value -added services provided by our research and marketing efforts.

We have strong relationships with financial advisors and institutional investors and we believe that by strategically aligning these advisor relationships and marketing campaigns with targeted research and sales initiatives and products that align with market sentiment, we differentiate ourselves from our competitors.

We have made substantial investments to build the WisdomTree brand

and promote our products through targeted online, television and social media advertising, as well as through public relations.

Approximately

39% of our team is dedicated to marketing, research and sales.

Our sales professionals serve as the primary contacts for financial advisors,

independent advisory firms and institutional investors in our ETPs, supported by value-added insights from our research and marketing

By aligning advisor relationships with marketing and targeted research and products that resonate with market sentiment, we believe

we stand out from competitors.

● Efficient business model with lower risk profile.

We have invested heavily in digital tools and data to market and sell our products and in the internal development of our core competencies with respect to product development, marketing, research and sales of our products.

We outsource to third parties those services that are not our core competencies or may be resource or risk intensive, such as the portfolio management responsibilities and fund accounting operations of our products.

In addition, our licensing costs are moderated since we create our own indexes for most of our ETFs.

Our investments in digital tools, data and core capabilities in product

development, marketing, research and sales support an efficient business model.

We outsource to third parties those services that are

not our core competencies or may be resource or risk intensive, such as portfolio management and fund accounting operations of our products.

Additionally, our licensing costs are moderated since we create our own indexes for most of our ETFs, further enhancing operational efficiency.

Our Growth Strategies

We are a global financial innovator, offering a well -diversified suite of ETPs, models, solutions and products leveraging blockchain -enabled technology, with AUM of $100.1 billion as of December 31, 2023.

We are at the forefront of innovation and believe that tokenization and leveraging the utility of blockchain technology is the next evolution in financial services.

We are building the foundation that we believe will allow us to lead in this coming evolution.

WisdomTree Prime, our blockchain -native digital wallet, positions us to expand our blockchain -enabled financial services product offerings with a new direct -to-consumer channel where spending, saving and investing are united.

We believe that our expansion into digital assets complements our existing core competencies in a holistic manner and will diversify our revenue streams and contribute to our growth.

Our strategy includes the following:

• Launch innovative ETPs that diversify our product offerings and revenues.

We have launched many first -to-market ETFs in the U.S.

and pioneered alternative weighting and performance methods we call “Modern Alpha,” which combines the outperformance potential of active management with the benefits of passive management to offer investors cost -effective funds that are built to perform.

Our growth plan focuses on filling strategic gaps and seizing tactical opportunities by launching new products globally.

• Establish ourselves as a leader in digital assets and blockchain -enabled financial services.

Our deep experience with innovation and proven track record of entering new asset classes and markets, coupled with our firmwide strategic attention on blockchain -enabled finance and a culture focused on governance and risk management with a regulatory minded approach positions us to become a leader in the digital assets industry.

We are an early mover in this space, with the launch of our blockchain -native digital wallet, WisdomTree Prime, a new direct -to-consumer channel where spending, saving and investing are united.

WisdomTree Prime provides access to bitcoin, ether, tokenized gold and U.S.

dollar tokens, as well as 13 Digital Funds, including a government money market fund and other digital funds offering asset allocation, fixed income and equity exposures.

In addition, we have partnered with a financial institution to provide co -branded debit cards to our retail customers on the WisdomTree Prime platform.

We continue to focus on enhancing the products and capabilities of the platform with plans to allow for peer -to-peer transfers and payments.

We are also exploring strategic partnerships and other business development opportunities for both our platform and product suite that could unlock additional tokenization revenue streams in the future.

• Foster deeper client relationships through technology -enabled and research -driven solutions .

We believe technology is altering the way financial advisors conduct business.

Our Advisor and Portfolio Solutions programs provide technology -enabled and research -driven solutions to help financial advisors grow and scale their businesses and address their technology challenges.

The Advisor and Portfolio Solutions programs include:

• access to our U.S.

model portfolios which are available to over 70,000 advisors across a number of platforms, including, Merrill Lynch, Morgan Stanley, LPL Financial, Charles Schwab, Envestnet, 55ip and others.

Our model portfolios are a natural extension of our research capabilities and provide advisors access to an open -architecture approach, a tenured team and a firm dedicated to innovation and value creation.

As part of this initiative, we launched a series of model portfolios in collaboration with Professor Jeremy Siegel;

• providing customized portfolio and asset allocation services to support registered investment advisers and independent broker dealers in building, implementing, and managing their client portfolios while providing strategic guidance for advisors to support their business growth;

• access to portfolio construction tools such as our award -winning Portfolio Analysis Tools Hub (PATH), an enhanced portfolio construction tool that assists financial advisors in analyzing an existing investment portfolio by examining the data and providing alternative portfolio approaches to consider in seeking to improve outcomes based on different measures;

• wealth investment research and ETF education;

• practice management resources, including access to thought leaders in behavioral finance, leadership, and transforming wealth management technology.

• Deepen relationships with distribution platforms.

We maintain relationships with certain distribution platforms that allow commission -free trading of our ETFs.

These relationships are beneficial to us as they can provide greater marketing privileges and access to the platforms’ advisors.

As financial advisors continue to migrate away from mutual funds, we use our expertise in ETFs to build new relationships and educate advisors about the benefits of ETFs.

Some of these relationships that exist today are with LPL Financial, BNY Mellon/Pershing, Raymond James, Charles Schwab, Cetera and others.

• Leverage data intelligence to serve and expand investor base and improve sales and marketing effectiveness.

We utilize a cognitive customer -focused lead prioritization system which has enhanced our distribution efforts.

The system evaluates data across structured and unstructured sources such as historical investment data, market data and investor activity history, extracting behavioral insights, and is designed to enable our sales and marketing teams to optimize outreach to our current and potential investor base.

• Selectively pursue acquisitions or other strategic transactions.

We may pursue acquisitions or other strategic transactions that will enable us to strengthen our current business, expand and diversify our product offerings, complement our Advisor and Portfolio Solutions programs, increase our AUM or enter into new markets.

We believe pursuing acquisitions or other strategic transactions is a cost -effective means of growing our business and AUM.

With $109.8 billion in AUM as of December 31,

2024, WisdomTree is a global financial innovator, offering a diverse suite of ETPs, model portfolios and blockchain-enabled financial

Our strategic growth initiatives seek to scale our core offerings, expand market reach and enhance client engagement, focusing

on four key areas:

● Scaling ETP AUM and Diversifying Revenue Streams:

We continue to strengthen our position as a leader in the ETP industry

by expanding our product lineup and increasing advisor engagement.

In 2024, we grew both our advisor base and the number of ETPs held

per advisor, reinforcing our market leadership through innovative, first-to-market strategies that blend active and passive management

for cost-effective performance.

We are committed to expanding our ETP offerings to meet evolving investor needs while also broadening

our revenue base beyond traditional expense ratios, enhancing financial resilience.

In 2024, we generated $32.4 million in other revenue,

underscoring our success in diversifying income streams.

We aim to build on this momentum by further deepening client engagement, expanding

our solutions and being an early mover in tokenization.

● Leadership in Digital Assets and Tokenization:

We are pioneering the next evolution of finance through tokenization,

driven by a nascent secular shift towards tokenized assets that we believe is reshaping the financial industry.

Our blockchain-native

digital wallet, WisdomTree Prime, provides direct-to-consumer access to digital assets, including bitcoin, ether, tokenized gold, U.S.

dollar tokens and 13 Digital Funds, while also enabling spending functionality through a co-branded debit card.

WisdomTree Connect supports

institutional clients by offering direct access to our Digital Funds via self-hosted or third-party custodial wallets.

With regulatory

approvals expanding and market adoption accelerating, we believe that we are well-positioned to capitalize on the transformative potential

of tokenized assets.

● Strengthening Model Portfolios and Advisor Solutions:

Our ability to deliver strong model performance and asset growth

enables us to navigate rigorous selection processes at some of the leading wealth management firms in the United States.

Through our Portfolio

Solutions program, we are pursuing registered investment advisors and independent broker-dealers offering customization services with

the goal of managing a majority of each firm’s assets.

We aim to increase the number of advisors utilizing our model portfolios,

expand the number of accounts per advisor and grow assets per account.

Our Portfolio Solutions program offers financial advisors with

scalable frameworks for model portfolio delivery through three key offerings:

• Portfolio Consultations:

For advisor-built portfolios, we offer personalized, in-depth evaluations of model portfolios, including

analyses of portfolio composition, stress testing and assessments of holdings and overlaps, to enhance performance and risk management.

• Chief Investment Office (CIO)-Managed Model Portfolios:

For outsourced portfolios, financial advisors can gain access to our

CIO-Managed Model Portfolios, which cater to a wide array of client investment goals.

Advisors can implement these models directly, via

model marketplaces or on third-party platforms.

• Shared CIO:

Advisors collaborate with our models investment team to co-manage portfolios for their clients, with options for

advisors to delegate trading, rebalancing and tax optimization tasks leveraging third-party service providers or platforms, providing

flexibility and strategic alignment.

Our model portfolios are accessible across a number of platforms

including Merrill Lynch, LPL Financial, UBS, Charles Schwab, Envestnet, Adhesion and others.

In 2024, the number of advisors utilizing

at least one of our models surpassed 2,500, reflecting steady progress as we build deeper relationships, improve asset retention and create

more stable, higher-quality revenue streams with significant growth potential.

● Strategic Innovation and Capital Deployment:

Innovation has always been a cornerstone of our success.

We are integrating

artificial intelligence (AI) into certain aspects of our daily workflows to drive scalability and efficiency, while continuing to assess

its broader applications over time.

Additionally, we continue to take a proactive approach to capital deployment.

We have repurchased

over $100.0 million of our common stock over the past four years.

Looking ahead, we will continue to evaluate additional stock buybacks,

as well as potential strategic acquisitions and partnerships that align with our long-term vision.

We believe our disciplined execution and our

growth strategies position us for continued success in 2025 and beyond.

By expanding our revenue streams, leading in blockchain-enabled

finance, deepening advisor relationships, leveraging technology and effectively deploying capital, we are driving sustainable growth and

creating long-term value for stockholders.

Human Capital Resources

We compete in the highly competitive asset management industry.

Attracting, retaining and motivating highly skilled, and sometimes highly specialized, employees in operations, product development, research, technology, sales and marketing and other positions is crucial to our ability to compete effectively.

Our ability to recruit and retain such employees depends on a number of factors, including our corporate culture and work environment, informed by our values and behaviors, talent development and career opportunities and compensation and benefits.

We strive to differentiate ourselves through our sense of community and purpose integrated into our culture, while encouraging a culture where every employee has a voice.

We operate in the highly competitive asset management industry, where

attracting, retaining and motivating skilled employees across operations, product development, research, technology, sales and marketing

is critical to our success.

Our ability to recruit and retain talent depends on our culture, career development opportunities and competitive

compensation and benefits.

We foster a sense of community and purpose, encouraging an inclusive workplace where every voice is heard.

Employee Profile

At December 31, 2023, we had 303 full -time employees globally, consisting of 190 in the U.S.

As of December 31, 2024, we had 313 full-time

employees globally, with 201 in the U.S.

and 112 in Europe.

We consider our relations with employees to be good.

Diversity, Equity and Inclusion (DEI)

We recognize that a diverse set of perspectives is critical to innovation and have built a diverse global workforce, inclusive of gender, race, ethnicity, religion, age, gender identity, gender expression and sexual orientation, as well as those in the disabled community.

We actively seek candidates from different backgrounds and outside traditional fields and reinforce our commitment to diversity through organizational policies, such as mandating fairness and equality for all employees and creating performance appraisal systems that are non -discriminatory .

At WisdomTree, we envision a future of investment excellence driven by a commitment to continuously strengthen our diverse, equitable and inclusive workplace culture.

Our DEI Council, formed in 2021, is comprised of senior leaders and employees from both the U.S.

and Europe and provides oversight and guidance in connection with the implementation of programs designed to foster a culture where every employee thrives, leveraging diverse perspectives and inclusive practices.

For example, in 2023, the DEI Council held training sessions on understanding neurodiversity, implicit bias and embedding inclusion in feedback, roundtables on success and failure, and financial literacy workshops for employees and secondary school students.

The DEI Council also promoted awareness days and months across the firm including with respect to black history, women’s history, pride, mental health and men’s health.

Our Women’s Initiative Network, or WIN, is a global employee -led network designed to provide opportunities and support from all genders for women at WisdomTree, career development and professional training opportunities, and female empowerment and leadership within the organization.

Since its inception in 2019, WIN has held numerous global events, including panel discussions on women in the workforce featuring WisdomTree employees and notable guest speakers, interactive seminars on topics including negotiation skills, workshops and coaching sessions to enhance confidence to speak up, and various roundtable forums, informal coffee catch -ups and in -person and virtual social gatherings to promote connectivity and increase engagement.

WIN also produces regular internal “spotlight” newsletters to increase visibility and raise the profile of our female employees.

Both this initiative and WIN’s coffee catch -up initiative evolved into successful firm -wide initiatives.

In addition, through WIN’s mentorship program, WIN members of all genders are connected with firm leaders who can help them achieve their career development goals.

Employee Wellness, Health and Safety

The wellbeing of our employees is a primary focus.

Inclusion and Engagement

We believe engaging employees fosters innovation

and drives commitment and productivity.

We communicate frequently and transparently with our employees, including through an annual global

virtual offsite, frequent town halls and weekly firmwide updates.

Feedback is gathered individually and through surveys and employees

are encouraged to participate in volunteer and charitable events.

In 2024, our “Team Alpha” Awards celebrated key achievements

and recognized exemplary teamwork for the fifth consecutive year.

We recognize that a diverse set of perspectives

is critical to innovation and have built a global workforce inclusive of gender, race, ethnicity, religion, age, disability and more.

We prioritize fairness and equality through inclusive policies and practices.

Our global, employee-led Diversity, Equity and Inclusion

(DEI) Council, established in 2021, oversees initiatives like neurodiversity training, implicit bias workshops, inclusive feedback training

and financial literacy programs.

The DEI Council also promotes awareness days and months across the firm in recognition of Black history,

women’s history, pride, mental health and men’s health, among others.

Our global employee-led Women’s Initiative

Network (WIN) was launched in 2019 and supports career and leadership development through global events, seminars, roundtable forums,

charitable giving initiatives, and a mentorship program that connects WIN members of all genders with firm leaders to help them achieve

their career development goals.

WIN initiatives have fostered firm-wide connectivity and increased internal and external visibility for

female employees.

The success of our employee inclusion and engagement

efforts is demonstrated by our 93.8% employee retention rate in 2024.

We also achieved overall positive results from our 2024 global employee

engagement survey, with a 99% participation rate.

Additionally, in the U.S., we were named a “2024 Best Places to Work in Money

Management” by Pensions & Investments for the fifth consecutive year and ranked second within the category for managers

with 100-499 employees.

In the U.K., we were also named Best Workplace for medium-sized companies for the fifth consecutive year and a

2024 Best Workplace for Women by Great Place to Work .

Wellness, Health and Safety

The wellbeing of our employees is a primary

We are continuously evolving and refining how we work best to achieve individual, team and Company goals.

To that end, we have embraced a “Work Smart” philosophy that transcends physical work settings, with a focus on optimizing productivity, efficiency and effectiveness of our work.

Time in the office generally is not prescribed, and team leaders are empowered to determine how their teams work best, based on their roles, with employees remaining accountable for achieving individual, team and Company outcomes.

To foster employee wellbeing and a healthy work -life balance, we offer numerous wellness programs including meditation and yoga classes, health webinars, a weekly wellness newsletter and access to mental health professionals and other resources.

Leveraging technology, we enhance the employee experience through digital wellness platforms, facilitating remote access to health and wellbeing resources.

We also offer paid vacation (unlimited in the U.S.) and sick leave policies to provide employees additional flexibility, and our U.S.

employees enjoy additional “wellness days,” which are scheduled office closures around major market holidays for employees to collectively disconnect and rejuvenate.

We support employees with their information technology needs, provide a monthly stipend to cover remote work -related business expenses and provide guidance for managers to ensure that employees remain connected and maintain physical, mental and emotional wellbeing.

In keeping with “Work Smart,” we now maintain a smaller office footprint globally to better align with the number of employees expected to collaborate in person on any given day, while providing a space for employees to work and socialize.

As the safety and security of our employees who choose to work in our office space are of critical importance, we have selected office buildings with robust security procedures, fire safety and sanitation and health practices.

We embrace a “Work

Smart” philosophy that transcends physical work settings, with a focus on optimizing productivity, efficiency and effectiveness

Time in the office generally is not prescribed, and team leaders are empowered to determine how their teams work best, based

on their roles, with employees remaining accountable for achieving individual, team and Company outcomes.

To foster employee wellbeing and a healthy work-life

balance, we offer numerous wellness programs including yoga, meditation and mental health resources.

employees also enjoy “wellness

days,” which are additional scheduled office closures around major market holidays for employees to collectively disconnect and

Employees also receive stipends for remote work expenses and robust technology support.

In keeping with “Work Smart,” we

maintain an office footprint globally that aligns with the number of employees expected to collaborate in person on any given day, while

providing a space for employees to work and socialize.

Our offices are located in buildings with robust security procedures, fire safety

and sanitation and health practices.

Compliance, Training and Development

We comply with all applicable government laws, rules and regulations and it is the responsibility of each employee to adhere to the standards and restrictions imposed by those laws, rules and regulations.

All new employees attend a compliance training session with a compliance officer, and thereafter, employees are required to attend firmwide annual compliance training and to complete compliance certifications annually and in some instances, quarterly.

We also conduct mandatory cybersecurity training and other training programs as required by law.

As we believe that our employees are our greatest asset, we recognize the importance of investing in their continued development.

We provide a variety of opportunities for our employees to build new skills and further their career development.

These include role -specific training courses, virtual lunches with senior leaders in a small group setting and webinars hosted by various departments to gain a holistic view of the Company.

We also support employees’ continuing education, including through our educational assistance program.

In addition, we invest in our current and future leaders through leadership development courses and individual and team coaching.

We also hold monthly regional and quarterly global town halls to inform our employees of business developments, employee news and job openings, as well as to provide opportunities for employees to hone their presentation skills by sharing department updates.

Employee Engagement

We believe engaging our employees is key to fostering new ideas and driving commitment and productivity.

We communicate frequently and transparently with our employees through a variety of communication methods, including an annual global virtual offsite where senior leaders review the firm’s prior -year accomplishments and articulate the objectives for the coming year, and each department presents its respective prior -year accomplishments and current -year objectives, monthly regional and quarterly global town halls and firmwide weekly emails championing the team’s work.

We also seek feedback from our employees through annual engagement surveys and follow -up pulse surveys on various topics.

In addition, we provide opportunities for employees to participate in volunteer and charitable events.

We also believe it is important to celebrate employee and Company accomplishments.

In 2023, we celebrated our fourth annual “Team Alpha” Awards to mark significant events and successes and to recognize employees who led those successes while exhibiting extraordinary teamwork and demonstrating strong character.

Over 50 nominations were submitted and narrowed down by a selection committee.

The winners received a modest incentive compensation award, the opportunity to donate to a charity of their choice and to recognize other employees who assisted them.

The success of our employee engagement efforts is demonstrated by our employee retention rate of approximately 93.4% in 2023.

We also achieved overall positive results from our 2023 global employee engagement survey, with a 99% participation rate.

Additionally, in the U.S., we were named a “2023 Best Places to Work in Money Management” by Pensions & Investments for the fourth consecutive year and seventh year since the award was created.

We ranked second within the category for managers with 100 -499 employees, the second consecutive year earning a ranking among the top five employers.

In the U.K., we were also named Best Workplace for medium -sized companies for a fourth consecutive year and a 2023 Best Workplace for Women for medium -sized companies by Great Place to Work .

We are committed to complying with all applicable

laws, rules and regulations and each employee is responsible for understanding and adhering to the standards and restrictions they impose.

All new employees attend a compliance training session with a compliance officer during onboarding, and thereafter, employees are required

to attend firmwide annual compliance training and to complete compliance certifications annually and in some instances, quarterly.

also conduct mandatory cybersecurity training and other training programs as required by law.

Employee development is prioritized with role-specific

training, small group meetings with senior leaders, departmental webinars, continuing education support, leadership development courses

and individual and team coaching.

We also hold regular town halls to share business developments, employee news and job openings, as well

as to provide opportunities for employees to hone their presentation skills by sharing department updates.

Compensation and Benefits

We are committed to rewarding and supporting our employees in order to continue to attract and retain top talent.

Our incentive compensation program has been designed to reward our employees for their individual performance as well as the Company’s performance and includes various quantitative metrics and qualitative results that incentivize growth.

We believe a key factor in our success has been and continues to be fostering an entrepreneurial culture where our employees act and think like our owners.

As such, we believe that equity awards are an important part of our employees’ overall compensation package and that incentivizing our employees with equity aligns the interests of our employees with our stockholders.

We also offer a wide array of benefits including generous healthcare coverage, paid vacation (unlimited in the U.S.), parental, sabbatical and sick leave, life and travel insurance, short- and long -term disability benefits and, in the U.S., a 401(k) plan with a matching contribution of up to 50% of eligible employee contributions.

We are committed to attracting, retaining and

rewarding our employees through a competitive compensation program that aligns employee and stockholder interests.

Our incentive compensation

program rewards both individual and Company performance, incorporating quantitative metrics and qualitative results that incentivize growth.

We believe a key to our success is our entrepreneurial culture, where employees think and act like owners.

Equity awards are an important

component of our compensation strategy, reinforcing this ownership mindset and further aligning employee incentives with stockholder value.

We also offer a wide array of benefits including generous healthcare coverage, paid vacation (unlimited in the U.S.), parental, sabbatical

and sick leave, life and travel insurance, short- and long-term disability benefits, educational assistance and, in the U.S., a 401(k)

plan with a matching contribution of up to 50% of eligible employee contributions.

Our Product Categories

We offer equity products that provide access to the securities of large, mid and small -cap companies located in the U.S., as well as particular market sectors and styles.

Equity products track our own indexes, the majority of which are fundamentally weighted as opposed to market capitalization weighted indexes, which assign more weight to stocks with the highest market capitalizations.

These fundamentally weighted indexes focus on securities of companies that pay regular cash dividends or on securities of companies that have generated positive cumulative earnings over a certain period.

We believe weighting equity markets by dividends and income, rather than by market capitalization, can provide investors with better risk -adjusted returns over longer term periods in core equity exposures.

We offer equity products that provide access to the securities

of large, mid and small-cap companies located in the U.S., as well as particular market sectors and styles.

Equity products generally

track our own indexes and quantitative active strategies.

Total AUM of our U.S.

1 unchanged sentence

Commodity & Currency

We offer products in Europe with exposure to gold and other precious metals and commodities such as silver and platinum, oil and energy, agriculture and broad basket commodities.

Our currency products provide investors with exposure to developed and emerging markets currencies, as well as exposures to foreign currencies relative to the U.S.

We offer products in Europe with exposure to

gold and other precious metals and commodities such as silver and platinum, oil and energy, agriculture and broad basket commodities.

Our currency products provide investors with exposure to developed and emerging markets currencies, as well as exposures to foreign currencies

relative to the U.S.

Total AUM of our Commodity & Currency products was $21.9 billion at December 31, 2024.

Our Fixed Income products seek to enhance income potential within the fixed income universe.

We offer a suite of rising rate bond products based on leading fixed income benchmarks we license from third parties.

We also launched the industry’s first smart beta corporate bond suite.

Our Fixed Income products seek to enhance income potential

within the fixed income universe.

We offer a suite of bond products based on either leading fixed income benchmarks we license from third

parties or active strategies.

We also launched the industry’s first smart beta corporate bond suite and first floating rate U.S.

Treasury product.

Other product offerings include those that seek to track a yield-enhanced index of U.S.

investment grade bonds and international fixed income products which are denominated in either local or U.S.

Total AUM of our Fixed Income products was $21.2 billion at December 31, 2023.

investment grade bonds and international

fixed income products which are denominated in either local or U.S.

Total AUM of our Fixed Income products was $20.0 billion

at December 31, 2024.

International Developed Market Equity

Our International Developed Market Equity products offer a variety of strategies including currency hedged and dynamic currency hedged products, exposures to large, mid and small -cap companies in these markets and multifactor strategies.

Our International Developed Market Equity products

offer a variety of strategies including currency hedged and dynamic currency hedged products, exposures to large, mid and small-cap companies

in these markets and multifactor strategies.

Total AUM of our International Developed Market Equity products was $17.6 billion at December

Emerging Market Equity

Our Emerging Market Equity products provide access to exposure of large, mid and small -cap companies located in Taiwan, China, India, Russia, South Africa, South Korea and other emerging markets regions.

These products also track our own indexes, which are fundamentally weighted focusing on securities of companies that pay regular cash dividends or that have generated positive cumulative earnings over a certain period.

Total AUM of our Emerging Market Equity products was $10.7 billion at December 31, 2023.

Our Emerging Market Equity products provide access to exposure

of large, mid and small-cap companies located in Taiwan, China, India, Russia, South Africa, South Korea and other emerging markets regions.

These products also track our own indexes or quantitative active strategies.

Total AUM of our Emerging Market Equity products was $10.5

billion at December 31, 2024.

Leveraged & Inverse

We offer leveraged products which seek to achieve a return that is a multiple of the performance of the underlying index and inverse products that seek to deliver the opposite of the performance in the index or benchmark they track.

We offer leveraged products which seek to achieve

a return that is a multiple of the performance of the underlying index and inverse products that seek to deliver the opposite of the performance

in the index or benchmark they track.

Strategies span across equity, commodity, government bond and currency exposures.

Total AUM of our Leveraged & Inverse products was $1.8 billion at December 31, 2023.

Total AUM of our

Leveraged & Inverse products was $1.9 billion at December 31, 2024.

Cryptocurrency

Our cryptocurrency ETPs provide investors with a simple, secure and cost -efficient way to gain exposure to the price of cryptocurrencies, while utilizing the best of traditional financial infrastructure and product structuring.

Our cryptocurrency ETPs provide investors with

a simple, secure and cost-efficient way to gain exposure to the price of cryptocurrencies, while utilizing the best of traditional financial

infrastructure and product structuring.

We offer exposures to bitcoin, ether, crypto asset baskets and other cryptocurrency exposures.

Total AUM of our cryptocurrency products was $1.9 billion at December 31, 2024.

Our Alternative products include the industry’s first managed futures strategy ETF and a global real return ETF.

We also offer a dynamic long/short U.S.

equity ETF, a dynamic bearish U.S.

equity ETF and a collateralized put write strategy ETF on the S&P 500 index.

We also intend to explore additional alternative strategy products in the future.

Our Alternative products include the industry’s first

managed futures strategy ETF, a collateralized put write strategy ETF, a global target range strategy ETF, and an alternative high income

ETF focused on publicly traded alternative solutions to private credit.

We also intend to explore additional alternative strategy products

in the future.

Total AUM of our Alternative products was $0.5 billion at December 31, 2024.

Our Sales, Marketing and Research Efforts

We distribute our ETPs through all major channels within the asset management industry, including banks, brokerage firms, registered investment advisers, institutional investors, private wealth managers and online brokers.

Our primary sales efforts are not directed towards the retail segment but rather are directed towards the financial or investment adviser who acts as the intermediary between the end -client and us.

We do not pay commissions, nor do we offer 12b -1 fees to financial advisors to use or recommend the use of our products.

We have developed an extensive network and relationships with financial advisors and we believe that our ETPs and related research are well structured to meet their needs and those of their clients.

We have taken steps to enhance and form new relationships through our Advisor and Portfolio Solutions programs, including providing customized portfolio and asset allocation services to support registered investment advisers and independent broker dealers in building, implementing and managing their client portfolios while providing strategic guidance for advisors to support their business growth.

Our Advisor and Portfolio Solutions programs also provide technology -enabled and research -driven solutions to help financial advisors grow and scale their businesses.

In addition, senior and academic advisors of ours, including Professor Jeremy Siegel, Senior Economist to WisdomTree, participate as keynote speakers in various industry and WisdomTree hosted conferences and events.

Our sales professionals act in a consultative role to provide financial advisors with value -added services.

We seek to consistently grow our network of financial advisors and we opportunistically seek to introduce new products and services that best deliver our investment strategies to investors through these distribution channels.

We have our own team of 77 sales professionals globally as of December 31, 2023.

In addition, we have agreements with third parties to serve as the external marketing agents for our products in Latin America and Israel, as well as with select brokerage firms and independent broker -dealers to allow certain of our products to trade commission free on their platforms in exchange for a percentage of our advisory fee revenues from certain AUM.

We believe these arrangements expand our distribution capabilities in a cost -effective manner and we may continue to enter into such arrangements in the future.

Our marketing efforts are focused on the following objectives:

increase our global brand awareness, leverage a robust data -driven digital sales experience to generate new clients and drive inflows to our products and model portfolios and retain existing clients, with a focus on cross -selling additional WisdomTree ETPs.

We also anticipate launching marketing campaigns to drive awareness and user adoption for WisdomTree Prime and to position ourselves to become a leader in asset tokenization and blockchain -enabled funds.

We pursue these objectives utilizing the following strategies:

We distribute our ETPs across major asset management

channels, including banks, brokerage firms, registered investment advisers, institutional investors, private wealth managers, and online

Our primary focus is on financial and investment advisers who act as intermediaries, rather than directly targeting retail clients.

We do not pay commissions or offer 12b-1 fees to financial advisors for recommending our products.

Our Advisor and Portfolio Solutions programs

support financial advisors and independent broker-dealers with customized portfolio and asset allocation services, research-driven and

technology-enabled tools and strategic guidance to grow and scale their businesses.

These solutions are designed to help financial advisors

meet their clients’ needs efficiently while aligning with our investment strategies.

Senior and academic advisors, including Professor

Jeremy Siegel, Senior Economist to WisdomTree, enhance our outreach by participating as keynote speakers at industry and company-hosted

Our sales professionals provide consultative, value-added services to deepen relationships and expand our network of financial

As of December 31, 2024, our global sales team

included 53 professionals.

Additionally, we partner with third parties to market our products in Latin America and Israel.

select brokerage firms and independent broker-dealers to offer commission-free trading for certain ETPs in exchange for a share of advisory

fee revenues.

We believe these arrangements extend our distribution capabilities cost-effectively, and we continue to explore similar

opportunities.

Our marketing efforts are focused on the following

increase our global brand awareness, leverage a robust data-driven digital sales experience to generate new clients and drive

inflows to our products and model portfolios and retain existing clients, with a focus on cross-selling additional WisdomTree ETPs.

also anticipate launching marketing campaigns to drive awareness and user adoption for WisdomTree Prime and WisdomTree Connect and to

position ourselves to become a leader in asset tokenization and blockchain-enabled funds.

We pursue these objectives utilizing the following

● Targeted advertising.

We create highly targeted multi -media advertising campaigns limited to established core financial media.

For example, our television advertising to promote our ETPs runs exclusively on the cable networks CNBC, Fox Business and Bloomberg.

It is anticipated that television advertising also will be utilized to promote WisdomTree Prime.

Also, our digital advertising runs on many investing and ETF -specific web -sites , such as www.etftrends.com and www.etfdb.com, using targeted dynamic and personalized ad messaging.

We create highly targeted multi-media advertising campaigns limited to established core financial

For example, our television advertising to promote our ETPs runs exclusively on the cable networks CNBC and Fox Business.

anticipated that television advertising also will be utilized to promote WisdomTree Prime.

Also, our digital advertising runs on many

investing and ETF-specific web-sites, such as www.etftrends.com and www.etfdb.com, using targeted dynamic and personalized ad messaging.

We also utilize non-linear TV advertising that leverages the same targeted segments of users who use streaming devices.

In Europe, we filter the targeting of promotions by both region and language, focusing heavily on professional investors.

In Europe, we

filter the targeting of promotions by both region and language, focusing heavily on professional investors.

● Media relations.

We have a full -time global corporate communications and public relations team that has established relationships with major financial and digital assets media outlets.

We utilize these relationships to help increase global awareness of WisdomTree ETPs, the ETP industry in general in the U.S.

We have a full-time global corporate communications and public relations team that has established

relationships with major financial and digital assets media outlets.

We utilize these relationships to help increase global awareness

of WisdomTree ETPs, the ETP industry in general in the U.S.

and Europe and our digital assets efforts.

Several members of our management team and multiple members of our research team are frequent market commentators and conference panelists.

Several members of our management

team and multiple members of our research team are frequent market commentators and conference panelists.

● Database Messaging Strategy.

We have a database of financial advisors to whom we regularly market through a series of messages across channels (email, display, site) that are triggered based on user interest and predictive analytics, on -demand research presentations, ETP -specific or educational events and presentations, and market commentary from Professor Jeremy Siegel, Senior Economist to WisdomTree.

Additionally, in the U.S., we communicate to our retail database about new product launches and provide ETF education through a monthly newsletter.

We maintain a database of financial advisors and regularly market to them through multi-channel

messaging (email, display, site) triggered by user interest and predictive analytics.

These communications include research presentations,

ETP-specific and educational events and market commentary from Professor Jeremy Siegel, Senior Economist to WisdomTree.

For WisdomTree

Prime, we also engage a retail user database with targeted messages across email, in-app notifications and push notifications based on

user behavior or predictive analytics.

Additionally, we share updates on product launches and provide financial education to our retail

database through a monthly newsletter.

● Social media.

We have implemented a social media strategy that allows us to connect directly with financial advisors and investors by offering timely access to our research material and more general market commentary.

Our social media strategy allows us to continually enhance our brand reputation of expertise and thought leadership in the ETP industry.

For example, we have an established presence on LinkedIn, X (formerly Twitter), Instagram, Reddit and YouTube, and our blog content is syndicated across multiple business -oriented websites.

We also leverage the strength and reach of our existing brand, in addition to utilizing a highly focused “test, learn, iterate” paid and social media marketing strategy, to drive awareness and user adoption for WisdomTree Prime.

We have implemented a social media strategy that allows us to connect directly with financial advisors

and investors by offering timely access to our research material and more general market commentary.

Our social media strategy allows

us to continually enhance our brand reputation of expertise and thought leadership in the ETP industry.

For example, we have an established

presence on LinkedIn, X, Instagram, Reddit and YouTube, and our blog content is syndicated across multiple business-oriented websites.

We have several employee influencer programs where employee thought leaders are approved to post specific content on their LinkedIn and

We also leverage the strength and reach of our existing brand, in addition to utilizing a highly focused “test, learn,

iterate” paid and social media marketing strategy, to drive awareness and user adoption for WisdomTree Prime.

● Sales support.

We create comprehensive materials to support our sales process of our ETP products, including whitepapers, research reports, webinars, blogs, podcasts, videos and performance data for our products.

Our marketing automation system connects seamlessly to our database of financial advisors to provide the sales team with additional insights about their clients.

We will continue to evolve our marketing and communication efforts in response to changes in the ETP industry, market conditions, marketing trends and our evolving strategy around digital assets.

We create comprehensive materials to support our ETP sales process, including white papers, research

reports, webinars, blogs, podcasts, videos and performance data for our products.

Our marketing automation system connects directly to

our database of financial advisors to provide our sales team with additional insights about their clients.

We also have agreements with

several third parties to help distribute our thought leadership materials and deliver high quality leads to the sales team.

We will continue to evolve our marketing and

communication efforts in response to changes in the ETP industry, market conditions, marketing trends and our evolving strategy around

digital assets.

Research and Chief Investment Office

Our research team and chief investment office has four core functions:

product development and oversight, investment research, model portfolio management and sales support across equities, fixed income, alternatives, crypto and asset allocation portfolios.

In its index and active product development and oversight role, the group is responsible for creating the investment methodologies and overseeing the maintenance of indexes and active strategies.

The team also provides a variety of investment research around these indexes and markets and manages a series of model portfolios that incorporate WisdomTree and third -party products for various investment platforms, including WisdomTree Prime.

Our research is typically academic -type research to support our products, including white papers on the strategies underlying our indexes and ETPs, investment insights on current market trends, and types of investment strategies that drive long -term performance.

We distribute our research and insights through our sales professionals, online through our website and blog, targeted emails to financial advisors, or through financial media or social media outlets.

Finally, the team supports our sales professionals in meetings as market experts and through custom analysis on client portfolio holdings.

In addition, we consult with our senior advisers, including Professor Jeremy Siegel, Senior Economist to WisdomTree, on product development ideas, model collaboration and market commentaries.

Our research team and Chief Investment Office

serve four core functions:

product development and oversight, investment research, model portfolio management, and sales support across

equities, fixed income, alternatives, crypto, and asset allocation portfolios.

In its index and active product development and oversight

role, the team designs investment methodologies and manages the maintenance of both index-based and active strategies.

The team conducts

in-depth investment research on these strategies and markets, while also managing a suite of model portfolios that integrate WisdomTree

and third-party products for various platforms, including WisdomTree Prime.

Our research is academic in nature and aims

to support our products with white papers on the strategies underlying our indexes and ETPs, insights on market trends, and analyses of

investment approaches that drive long-term performance.

This content is distributed via our sales professionals, our website and blog,

targeted emails to financial advisors, and through financial media and social media channels.

Additionally, the team supports sales efforts

by serving as market experts during client meetings and providing custom analysis on portfolio holdings.

We also collaborate with senior

advisers, including Professor Jeremy Siegel, on product development ideas, model strategies and market commentaries.

Product Development

We are focused on driving continued growth through innovative product development including through our Modern Alpha approach and our digital assets offerings.

Modern Alpha combines the outperformance potential of active management with the benefits of passive management to offer investors cost -effective products that are built to perform.

Due to our proprietary index development capabilities and a strategic focus on product development, we have demonstrated an ability to launch innovative and differentiated ETPs.

Building on our heritage of innovation, we are also developing next -generation digital products and structures, including Digital Funds and tokenized assets.

When developing new products, we seek to position ourselves as first to market, offering improvement in structure or strategy relative to an incumbent product or offering some other key distinction relative to an incumbent product.

In short, we want to add choice in the market and seek to introduce thoughtful investment solutions.

Lastly, when launching new products, we seek to expand and diversify our overall product line.

The asset management industry is highly competitive and we face substantial competition in virtually all aspects of our business.

Factors affecting our business include fees for our products, our offerings and investment performance, brand recognition, business reputation, quality of service and the continuity of our financial advisor and platform relationships.

We compete directly with other ETP sponsors and mutual fund companies and indirectly against other investment management firms, insurance companies, banks, brokerage firms and other financial institutions.

Many of the firms we compete with are subsidiaries of large diversified financial companies and many others are much larger in terms of AUM, years in operations and revenues and, accordingly, have much larger sales organizations and budgets.

In addition, these larger competitors may attract business through means that are not available to us, including retail bank offices, investment banking, insurance agencies and traditional broker -dealers .

ETPs are now available for virtually every asset class including equities, fixed income, commodities, alternative strategies, leveraged -and-inverse , currencies and cryptocurrencies.

Existing players have broadened their suite of products offering strategies that are, in some cases, similar to ours and large traditional asset managers are also launching ETPs, some with similar strategies as well.

There remain substantial areas for sponsors to continue to innovate, including but not limited to cryptocurrency, liquid alternative, thematic and other strategies.

Price competition exists in not only commoditized product categories such as traditional, market capitalization weighted index exposures and commodities, but also in non -market capitalization weighted or factor -based exposures and commodities.

Fee reductions by certain of our competitors has been a trend over the last few years and continues to persist and many of our competitors are well positioned to benefit from this trend.

Certain larger competitors are able to offer products at lower price points or otherwise as loss leaders due to other revenue sources available within such competitors that are currently unavailable to us.

Newer players have also been entering the ETP industry and frequently seek to differentiate by offering ETPs at a lower price point.

Funds are being offered with fees of 20 basis points or less, which have attracted approximately 80% of the net flows globally during the last three years.

However, while these low -cost products have accumulated a significant amount of AUM recently, we estimate that these same funds represent only approximately 34% of global revenues.

Being a first mover, or one of the first providers of ETPs in a particular asset class, can be a significant advantage, as the first ETP in a category to attract scale in AUM and trading liquidity is generally viewed as the most attractive product.

We believe that our early launch of products in a number of asset classes or strategies, including fundamental weighting and currency hedging, along with commodities including gold, certain fixed income, alternative and thematic categories, positions us well to maintain our standing as one of the leaders of the ETP industry.

Additionally, we believe that our affiliated indexing or “self -indexing ” model, as well as our more recent active ETFs, enable us to launch proprietary products that do not have direct competition and are positioned to generate alpha versus benchmarks.

As investors increasingly become more comfortable with the product structure, we believe there will be a greater focus on after -fee performance rather than using ETPs primarily as low -cost market access vehicles.

While we have selectively lowered fee rates on certain products that have yet to attain scale, and there is no assurance that we will not lower fee rates on certain products in the future, our strategy continues to include launching new funds in the same category with a differentiated exposure at a lower fee rate, rather than reducing fees on existing products with a significant amount of AUM, long performance track records, and secondary market liquidity, which continue to remain competitively priced for the value provided, among other factors.

We generally believe we are well positioned from a product pricing perspective.

We also have been positioning ourselves to expand beyond our existing ETP business by leveraging blockchain technology, digital assets and principles of DeFi to deliver transparency, choice and inclusivity to customers and consumers around the world.

Our blockchain -native digital wallet, WisdomTree Prime, provides access to bitcoin, ether, tokenized gold and U.S.

dollar tokens, as well as 13 Digital Funds, including a government money market fund and other digital funds offering asset allocation, fixed income and equity exposures.

These products have been developed with the ability to be recorded and/or transferred on multiple public and/or permissioned blockchains with interoperability between blockchains.

In addition, we were among the first to launch a spot bitcoin ETF in the United States.

We believe this expansion complements our core competencies in a holistic manner, will diversify our revenue streams and contribute to our growth.

Competition in the digital assets industry on a global basis is increasing, ranging from large, established financial incumbents to smaller, early -stage financial technology providers and companies.

There are jurisdictions with more stringent and robust regulatory and compliance requirements than others which could impact the ability of a company to compete in the digital assets industry.

We are embracing what we refer to as “responsible DeFi” for our anticipated and expanded products and services which we believe upholds the foundational principles of regulation in this innovative and quickly evolving space.

We remain committed to being a trusted provider of innovative products and services guided by proactive engagement and continued collaboration with current and new regulators.

Our ability to successfully compete will depend largely on offering innovative products through traditional ETPs and digital asset exposures (and more broadly in blockchain -enabled finance, including savings and payments), having strong internal controls and risk management infrastructure to enable customer trust, generating strong after -fee performance and track records, embracing regulation, developing distribution relationships, promoting thought leadership and a differentiated solutions program, building upon our brand and attracting and retaining talented sales professionals and other employees.

We are focused on driving continued growth through

innovative product development, including through our Modern Alpha approach and our digital assets offerings.

Modern Alpha combines the

outperformance potential of active management with the benefits of passive management to offer investors cost-effective products that

are built to perform.

Due to our proprietary index development capabilities

and a strategic focus on product development, we have demonstrated an ability to launch innovative and differentiated ETPs.

our heritage of innovation, we are also developing next-generation digital products and structures, including Digital Funds and tokenized

When developing new products, we seek to position ourselves as first to market, offering improvement in structure or strategy

relative to an incumbent product or offering some other key distinction relative to an incumbent product.

In short, we want to add choice

in the market and seek to introduce thoughtful investment solutions.

Lastly, when launching new products, we seek to expand and diversify

our overall product line.

The asset management industry is highly competitive,

with significant competition across product offerings, fees, brand recognition and service quality.

We face direct competition from other

ETP sponsors and mutual fund companies, and indirect competition from larger financial institutions, including banks, insurance companies

and diversified investment firms with broader distribution channels, resources and diversified revenue streams.

Many of our larger competitors

have extensive sales organizations and can attract clients through retail bank networks, broker-dealer networks and other channels not

available to us.

ETPs now span nearly every asset class, from

equities and fixed income to commodities and cryptocurrencies.

As the market matures, existing and new players are introducing ETPs that

often resemble our strategies.

However, we believe that significant opportunities for innovation remain, particularly in cryptocurrency,

thematic and alternative strategies.

Our approach emphasizes being an early entrant in emerging asset classes, which can provide a significant

For example, our early launches in asset classes such as fundamental weighting and currency hedging, and commodities (including

gold), certain fixed income, and thematic categories, have positioned us to maintain our standing as one of the leaders of the ETP industry.

Price competition spans both commoditized products,

such as traditional, market cap-weighted index exposures and more specialized categories, such as factor-based or thematic exposures.

Fee reductions by competitors have been a persistent trend, with some larger firms able to offer lower fees or even use products as loss

leaders due to other revenue sources.

New entrants also often seek to compete by offering lower-fee ETPs.

Currently, funds with fees of

20 basis points or less account for approximately 73% of net flows globally over the past three years, though these funds represent only

approximately 32% of global revenues.

Being a first mover or one of the first providers

of ETPs in a particular asset class can be a significant advantage, as the first ETP in a category to attract scale in AUM and trading

liquidity is generally viewed as the most attractive product.

We believe that our self-indexing model, along with our newer active ETFs,

allows us to introduce proprietary products that face limited direct competition and are positioned to generate alpha versus traditional

As investors grow more comfortable with ETP structures, we expect a stronger focus on after-fee performance rather than merely

on low-cost market access.

While we have selectively reduced fees on certain products that have yet to achieve scale—and may do

so selectively in the future—our strategy focuses on launching new products in the same category with differentiated exposure at

lower fees, rather than reducing fees on well-established products with substantial AUM, performance histories and liquidity.

consider our product pricing to be well-positioned within the competitive landscape.

Beyond traditional ETPs, we are diversifying

into blockchain technology and digital assets.

WisdomTree Prime, our blockchain-native digital wallet, provides access to digital assets

such as bitcoin, ether, tokenized gold, U.S.

dollar tokens and 13 Digital Funds, including a government money market fund and asset allocation

These tokenized products are designed to be recorded or transferred on multiple public and permissioned blockchains, enabling

interoperability between blockchains and expanding client access.

WisdomTree Connect offers businesses and institutional clients direct

access to our Digital Funds through their own self-hosted wallet or a third-party custodial wallet service.

As one of the first to launch

a spot bitcoin ETF in the United States, we continue to establish our leadership in digital assets.

With increasing competition from both

established financial firms and fintech startups in digital assets, we are focused on “responsible DeFi,” ensuring that our

products meet regulatory standards while delivering transparency, choice and inclusivity.

We believe this expansion into digital assets

complements our core competencies in a holistic manner, will diversify our revenue streams and contribute further to our growth.

Our competitive success will largely depend

on our ability to offer innovative products, including through both traditional ETPs and digital asset exposures, as well as broader blockchain-enabled

finance, including savings and payments.

Key factors include maintaining strong internal controls and risk management infrastructure to

foster customer trust, generating robust after-fee performance and track records, embracing regulatory standards and building distribution

relationships.

Additionally, we focus on promoting thought leadership and a distinctive solutions program, strengthening our brand, and

attracting and retaining talented sales professionals and employees.

Regulatory Framework of the ETP Industry and Digital Assets Business

Not all ETPs are ETFs.

ETFs are a distinct type of security with features that are different than other ETPs.

ETFs are open -end investment companies or unit investment trusts regulated in the U.S.

ETFs are a distinct type

of security with features that are different than other ETPs.

ETFs are open-end investment companies or unit investment trusts regulated

by the Investment Company Act of 1940, as amended, or the Investment Company Act.

This regulatory structure is designed to provide investor protection within a pooled investment product.

For example, the Investment Company Act requires that at least 40% of the Trustees for each ETF must not be affiliated persons of the fund’s investment manager, or Independent Trustees.

If the ETF seeks to rely on certain rules under the Investment Company Act, a majority of the Trustees for that ETF must be Independent Trustees.

ETFs generally operate under regulations that allow them to operate within the ETF structure, while ETFs also operate under regulations that prohibit affiliated transactions, are subject to standard pricing and valuation rules and have mandated compliance programs.

ETPs can take a number of forms in addition to ETFs, including exchange -traded notes, grantor trusts or limited partnerships.

market, a key factor differentiating ETFs, grantor trusts and limited partnerships from exchange -traded notes is that the former hold assets underlying the ETP.

This regulatory structure is designed to

provide investor protection within a pooled investment product.

For example, the Investment Company Act requires that at least 40% of

the Trustees for each ETF must not be affiliated persons of the fund’s investment manager, or Independent Trustees.

If the ETF seeks

to rely on certain rules under the Investment Company Act, a majority of the Trustees for that ETF must be Independent Trustees.

generally operate under regulations that allow them to operate within the ETF structure, while ETFs also operate under regulations that

prohibit affiliated transactions, are subject to standard pricing and valuation rules and have mandated compliance programs.

take a number of forms in addition to ETFs, including exchange-traded notes, grantor trusts or limited partnerships.

a key factor differentiating ETFs, grantor trusts and limited partnerships from exchange-traded notes is that the former hold assets underlying

Exchange traded notes, on the other hand, are debt instruments issued by the exchange-traded note sponsor.

Also, each of these structures has implications for taxes, liquidity, tracking error and credit risk.

Also, each of these

structures has implications for taxes, liquidity, tracking error and credit risk.

Digital Assets

As we continue to make progress and pursue various initiatives in connection with our digital assets business, we believe it is necessary and important to do so in compliance with applicable laws and regulations.

As a result, we are actively engaged with a variety of U.S.

federal and state regulators (e.g., the SEC, FINRA, New York Department of Financial Services (NYDFS) and other state regulators) to secure, as necessary, or maintain the appropriate regulatory, registration and/or licensing approvals for various business initiatives and operations, including but not limited to:

As we continue to build out our digital assets

business, we believe it is necessary and important to do so in compliance with applicable laws and regulations.

As a result, we are actively

engaged with a variety of U.S.

federal and state regulators (e.g., the SEC, FINRA, New York Department of Financial Services (NYDFS) and

other state regulators) to secure, as necessary, or maintain the appropriate regulatory, registration and/or licensing approvals for various

business initiatives and operations, including but not limited to:

a New York state-chartered limited purpose trust company;

money services and money transmitter business;

money services

and money transmitter business;

limited purpose broker-dealer;

2 unchanged sentences

and investment funds.

As we seek to expand globally, similar approvals and/or reliance on exemptions will be required in applicable foreign markets, which also may involve approvals specific to a digital assets or related business.

As we secure the appropriate regulatory, registration and/or licensing approvals, or otherwise rely on, seek or confirm exemptions therefrom, in connection with our digital assets business, we are and will be subject to a myriad of complex and evolving global policy frameworks and associated regulatory requirements that we need to comply with, or otherwise be exempt from, to ensure that our digital assets products and services are successfully brought to different markets in a compliant manner.

As we seek to

expand globally, similar approvals and/or reliance on exemptions will be required in applicable foreign markets, which also may involve

approvals specific to a digital assets or related business.

As we secure the appropriate regulatory, registration and/or licensing approvals,

or otherwise rely on, seek or confirm exemptions therefrom, in connection with our digital assets business, we are and will be subject

to a myriad of complex and evolving global policy frameworks and associated regulatory requirements that we need to comply with, or otherwise

be exempt from, to ensure that our digital assets products and services are successfully brought to different markets in a compliant manner.

We remain committed to being a trusted provider of innovative products and services guided by proactive engagement and regulatory collaboration.

All aspects of our business are subject to various federal and state laws and regulations.

These laws and regulations are primarily intended to protect the end user, which may include retail and institutional customers, investment advisory clients and shareholders of registered investment companies.

These laws generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the conduct of our business and to impose fines, sanctions or other penalties for failure to comply with these laws and regulations.

Further, such laws and regulations provide the basis for examination, inquiry, investigation, enforcement action and/or litigation which could materially affect our business.

We are primarily subject to the following laws and regulations, among others.

The costs of complying with such laws and regulations have increased and will continue to contribute to the costs of doing business:

All aspects of our business are subject to various

federal and state laws and regulations.

These laws and regulations are primarily intended to protect the end user, which may include retail

and institutional customers, investment advisory clients and shareholders of registered investment companies.

These laws generally grant

supervisory agencies broad administrative powers, including the power to limit or restrict the conduct of our business and to impose fines,

sanctions or other penalties for failure to comply with these laws and regulations.

Further, such laws and regulations provide the basis

for examination, inquiry, investigation, enforcement action and/or litigation which could materially affect our business.

We are primarily subject to the following laws

and regulations, among others.

The costs of complying with such laws and regulations have increased and will continue to contribute to

the costs of doing business:

● The Investment Advisers Act of 1940 (Investment Advisers Act).

The SEC is the federal agency generally responsible for administering the U.S.

The SEC is the federal agency generally responsible for

administering the U.S.

federal securities laws.

WisdomTree Asset Management, Inc., or WT Asset Management, and WisdomTree Digital Management, Inc., or WT Digital Management, two of our subsidiaries, are registered as investment advisers under the Investment Advisers Act and, as such, are regulated by the SEC.

The Investment Advisers Act requires registered investment advisers to comply with numerous obligations, including, among others, recordkeeping requirements, fiduciary duties, operational procedures, and registration, reporting and disclosure obligations.

WisdomTree Asset Management, Inc., or WTAM, and WisdomTree Digital Management, Inc., or

WT Digital Management, two of our subsidiaries, are registered as investment advisers under the Investment Advisers Act and, as such,

are regulated by the SEC.

The Investment Advisers Act requires registered investment advisers to comply with numerous obligations, including,

among others, recordkeeping requirements, fiduciary duties, operational procedures, and registration, reporting and disclosure obligations.

● The Investment Company Act of 1940 (Investment Company Act).

All of our Digital Funds and U.S.

listed ETFs are registered with the SEC pursuant to the Investment Company Act.

These products must comply with the applicable requirements of the Investment Company Act and other regulations, such as those related to publicly offering and listing shares, as well as requirements of Rule 6c -11 , or the ETF Rule, including, among others, requirements relating to operations, fees charged, sales, accounting, recordkeeping, disclosure, transparency and governance.

In addition, the SEC continues to take an active approach in its rulemaking activity by finalizing and proposing new rules and/or rule amendments under the Investment Company Act that will impact current and future Digital Fund and ETF operations and/or investments.

listed ETFs are registered

with the SEC pursuant to the Investment Company Act.

These products must comply with the applicable requirements of the Investment Company

Act and other regulations, such as those related to publicly offering and listing shares, as well as requirements of Rule 6c-11, or the

ETF Rule, including, among others, requirements relating to operations, fees charged, sales, accounting, recordkeeping, disclosure, transparency

and governance.

In addition, the SEC continues to take an active approach in its rulemaking activity by finalizing and proposing new rules

and/or rule amendments under the Investment Company Act that will impact current and future Digital Fund and ETF operations and/or investments.

● Broker-Dealer Regulations.

WisdomTree Securities, Inc., or WT Securities, is a FINRA member firm.

As a limited purpose broker -dealer , WT Securities is operating as a mutual fund retailer for the Digital Funds offered through WisdomTree Prime.

This business is separate from other WisdomTree subsidiaries operating as Digital Fund and ETF sponsors in the U.S.

which are not required to be registered with the SEC as broker -dealers under the Securities Exchange Act of 1934, as amended, or Exchange Act.

However, many of our employees, including all of our salespersons, are licensed with FINRA and are registered either as associated persons of WT Securities or the distributor of the WisdomTree Digital Funds and U.S.

listed ETFs and, as such, are subject to FINRA rules that relate to licensing, continuing education requirements and sales practices.

As a limited purpose

broker-dealer, WT Securities is operating as a mutual fund retailer for the Digital Funds offered through WisdomTree Prime.

This business

is separate from other WisdomTree subsidiaries operating as Digital Fund and ETF sponsors in the U.S.

which are not required to be registered

with the SEC as broker-dealers under the Securities Exchange Act of 1934, as amended, or Exchange Act.

However, many of our employees,

including all of our salespersons, are licensed with FINRA and are registered either as associated persons of WT Securities or the distributor

of the WisdomTree Digital Funds and U.S.

listed ETFs and, as such, are subject to FINRA rules that relate to licensing, continuing education

requirements and sales practices.

FINRA rules also apply to our fund marketing and sales material.

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WisdomTree Digital Movement, Inc.

is a money services business registered with the Financial Crimes Enforcement Network, or FinCEN, and a state licensed money transmitter operating a platform for the purchase, sale and exchange of digital assets, while also providing blockchain -enabled digital wallet services through WisdomTree Prime to facilitate such activity.

is a money services

business registered with the Financial Crimes Enforcement Network, or FinCEN, and a state licensed money transmitter operating a platform

for the purchase, sale and exchange of digital assets, while also providing blockchain-enabled digital wallet services through WisdomTree

Prime to facilitate such activity.

Navigating state regulations across the U.S.

provides compliance challenges and significant costs as regulations and expectations differ between states, with different states seeking to achieve different objectives with their regulations, from consumer protection to preventing money laundering.

In addition, licensure requirements are quickly evolving (including regulators not permitting certain activities related to digital assets pursuant to such licenses), with the associated timeframes for licensure increasing and licensure being further complicated by recent market events and bankruptcies of firms in the digital assets space.

provides compliance challenges and significant costs as

regulations and expectations differ between states, with different states seeking to achieve different objectives with their regulations,

from consumer protection to preventing money laundering.

In addition, licensure requirements are quickly evolving (including regulators

not permitting certain activities related to digital assets pursuant to such licenses), with the associated timeframes for licensure increasing

and licensure being further complicated by recent market events and bankruptcies of firms in the digital assets space.

● Internal Revenue Code.

The WisdomTree Trust generally has obligations with respect to the qualification of the registered investment companies for pass -through tax treatment under the Internal Revenue Code.

WisdomTree Trust, WisdomTree Digital Trust and the WisdomTree Bitcoin Fund each have their own

respective requirements they must satisfy to qualify for pass-through tax treatment under the Internal Revenue Code.

Commodity Futures Trading Commission (CFTC) and National Futures Association (NFA).

Regulations adopted by the CFTC have required WT Asset Management to become a member of the NFA and register as a commodity pool operator for a select number of our ETFs.

Regulations adopted by the

CFTC have required WTAM to become a member of the NFA and register as a commodity pool operator for a select number of our ETFs.

● Products Exchange Listing Requirements.

Each WisdomTree U.S.

listed ETF is listed on a secondary market (each, an Exchange), including NYSE Arca, the NASDAQ Market and the Cboe Exchange, and accordingly is subject to the listing requirements of these Exchanges.

listed ETF is listed on a secondary market (each, an Exchange),

including NYSE Arca, the NASDAQ Market and the Cboe Exchange, and accordingly is subject to the listing requirements of these Exchanges.

Any new WisdomTree U.S.

listed ETF will seek listing on an Exchange and also will need to meet continued Exchange listing requirements, which generally align with requirements of the ETF Rule.

However, the SEC or an Exchange may ultimately determine not to allow the issuance of potential new WisdomTree U.S.

listed ETFs or may require strategy or operational modifications as part of the registration and/or listing process.

listed ETF will seek listing on an Exchange and also will need to meet continued Exchange listing requirements,

which generally align with requirements of the ETF Rule.

However, the SEC or an Exchange may ultimately determine not to allow the issuance

of potential new WisdomTree U.S.

listed ETFs or may require strategy or operational modifications as part of the registration and/or listing

● Corporate Exchange Listing Requirements.

In addition, our common stock is listed on the New York Stock Exchange and we are therefore also subject to its rules including corporate governance listing standards, as well as federal and state securities laws.

In addition, our common stock is listed on the New York Stock Exchange and

we are therefore also subject to its rules including corporate governance listing standards, as well as federal and state securities laws.

● FINRA Rules.

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listed ETFs are sold by member firms.

Although we currently do not offer so -called leveraged ETFs in the U.S., which may include within their holdings derivative instruments such as options, futures or swaps to obtain leveraged exposures.

FINRA guidance, the recently effective SEC Rule 18f -4 , or the Derivatives Rule, and/or other future rules or regulations may influence how member firms effect sales of certain WisdomTree U.S.

listed ETFs, such as our currency ETFs, or how such ETFs operate, which also use some forms of derivatives, including forward currency contracts and swaps, our international hedged equity ETFs, which use currency forwards, and our rising rates bond ETFs and alternative strategy ETFs, which use futures or options.

do not offer so-called leveraged ETFs in the U.S., which may include within their holdings derivative instruments such as options, futures

or swaps to obtain leveraged exposures.

FINRA guidance, the recently effective SEC Rule 18f-4, or the Derivatives Rule, and/or other future

rules or regulations may influence how member firms effect sales of certain WisdomTree U.S.

listed ETFs, such as our currency ETFs, or

how such ETFs operate, which also use some forms of derivatives, including forward currency contracts and swaps, our international hedged

equity ETFs, which use currency forwards, and our rising rates bond ETFs and alternative strategy ETFs, which use futures or options.

● Section 17A of the Exchange Act.

WisdomTree Transfers, Inc., or WT Transfers, is a transfer agent registered with the SEC.

As a transfer agent, WT Transfers provides transfer agency and registrar services for the Digital Funds offered through WisdomTree Prime.

WT Transfers’ transfer agency and registrar services are subject to Section 17A of the Exchange Act and applicable rules promulgated thereunder.

WisdomTree Transfers, Inc., or WT Transfers, is a transfer agent registered with the

As a transfer agent, WT Transfers provides transfer agency and registrar services for the Digital Funds offered through WisdomTree

WT Transfers’ transfer agency and registrar services are subject to Section 17A of the Exchange Act and applicable rules

promulgated thereunder.

International Regulation

Our operations outside the U.S.

are subject to the laws and regulations of various non -U .S.

to the laws and regulations of various non-U.S.

jurisdictions and non-U.S.

regulatory agencies and bodies.

As we have expanded our international presence, a number of our subsidiaries and international operations have become subject to regulatory systems, in various jurisdictions, comparable to those covering our operations in the U.S.

As we have expanded our international

presence, a number of our subsidiaries and international operations have become subject to regulatory systems, in various jurisdictions,

comparable to those covering our operations in the U.S.

Regulators in these non-U.S.

jurisdictions may have broad authority with respect to the regulation of financial services including, among other things, the authority to grant or cancel required licenses or registrations.

Jersey-Domiciled Issuers (Managed by WisdomTree Management Jersey Limited)

One of our subsidiaries, WisdomTree Management Jersey Limited, or ManJer, is a Jersey based management company providing investment and other management services to several Jersey -domiciled issuers, or ManJer Issuers, of exchange -traded commodities, or ETCs, each of which was established as a special purpose vehicle to issue exchange -traded securities.

All ETCs are listed and marketed across the European Union, or EU, under Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended), or the Prospectus Regulation.

Since January 4, 2021, the Central Bank of Ireland, or Central Bank, approves all ETC Base Prospectuses (with the exception of WisdomTree Issuer X Limited’s prospectus which is approved by the Swedish Financial Supervisory Authority) as meeting the requirements imposed under EU law pursuant to the Prospectus Regulation.

Such approval relates only to those securities to be admitted to trading on a regulated market for the purpose of Markets in Financial Instruments Directive (recast) – Directive 2014/65/EU of the European Parliament and the Council, or MiFID II, and/or which are to be offered to the public in any European Economic Area, or EEA, Member State.

All ETC prospectuses (except WisdomTree Issuer X Limited’s prospectus) are also approved by the Financial Conduct Authority, or FCA, as U.K.

jurisdictions may have broad authority with respect

to the regulation of financial services including, among other things, the authority to grant or cancel required licenses or registrations.

Jersey-Domiciled Issuers (Managed by WisdomTree Management

Jersey Limited)

One of our subsidiaries, WisdomTree Management

Jersey Limited, or ManJer, is a Jersey based management company providing investment and other management services to several Jersey-domiciled

issuers, or ManJer Issuers, of exchange-traded commodities, or ETCs, each of which was established as a special purpose vehicle to issue

exchange-traded securities.

All ETCs are listed and marketed across the European Union, or EU, under Regulation (EU) 2017/1129 of the

European Parliament and of the Council of 14 June 2017 (as amended), or the Prospectus Regulation.

Since January 4, 2021, the Central

Bank of Ireland, or Central Bank, approves all ETC Base Prospectuses (with the exception of WisdomTree Issuer X Limited’s prospectus

which is approved by the Swedish Financial Supervisory Authority) as meeting the requirements imposed under EU law pursuant to the Prospectus

Such approval relates only to those securities to be admitted to trading on a regulated market for the purpose of Markets

in Financial Instruments Directive (recast) – Directive 2014/65/EU of the European Parliament and the Council, or MiFID II, and/or

which are to be offered to the public in any European Economic Area, or EEA, Member State.

All ETC prospectuses are also approved by the

Financial Conduct Authority, or FCA, as U.K.

Listing Authority, as competent authority pursuant to the U.K.

version of Regulation (EU) No 2017/1129 of the European Parliament and the Council of 14 June 2017 on the form and content of such prospectuses and repealing Directive 2003/71/EC which is part of U.K.

version of Regulation (EU)

No 2017/1129 of the European Parliament and the Council of 14 June 2017 on the form and content of such prospectuses and repealing Directive

2003/71/EC which is part of U.K.

law by virtue of the European Union (Withdrawal) Act 2018, or the U.K.

Prospectus Regulation.

Each prospectus (except WisdomTree Issuer X Limited’s prospectus) is prepared, and a copy is sent to the Jersey Financial Services Commission, or JFSC, in accordance with the Collective Investment Funds (Certified Funds – Prospectuses) (Jersey) Order 2012.

Each ManJer Issuer (other than WisdomTree Issuer X Limited) has obtained a certificate under the Collective Investment Funds (Jersey) Law 1988 (as amended), to enable it to undertake its functions in relation to its ETCs.

At the request of the relevant ManJer Issuer, the Central Bank has notified the approval of the Base Prospectus in accordance with the Prospectus Regulation to other EU listing authorities, including Austria, Belgium, Denmark, Finland, France, Germany, Italy, Luxembourg, the Netherlands, Norway, Poland, Spain and Sweden, by providing them with certificates of approval attesting that the Base Prospectus has been prepared in accordance with the Prospectus Regulation.

Each issuer may request the Central Bank to provide competent authorities in other EEA Member States with such certificates for the purposes of making a public offer in such Member States and/or for admission to trading of all or any securities on a regulated market.

WisdomTree Issuer X Limited’s program for the issuance of WisdomTree digital securities does not constitute a collective investment fund for the purpose of the Collective Investment Funds (Jersey) Law 1988 (as amended) as it satisfies the requirements of Article 2 of the Collective Investments Funds (Restriction of Scope) (Jersey) Order 2000.

A copy of WisdomTree Issuer X Limited’s prospectus has been delivered to the Registrar of Companies in Jersey in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the Registrar has consented to its circulation.

The JFSC has consented under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the WisdomTree digital securities by WisdomTree Issuer X Limited.

Each prospectus

(except WisdomTree Issuer X Limited’s prospectus) is prepared, and a copy is sent to the Jersey Financial Services Commission, or

JFSC, in accordance with the Collective Investment Funds (Certified Funds – Prospectuses) (Jersey) Order 2012.

Each ManJer Issuer

(other than WisdomTree Issuer X Limited) has obtained a certificate under the Collective Investment Funds (Jersey) Law 1988 (as amended),

to enable it to undertake its functions in relation to its ETCs.

At the request of the relevant ManJer Issuer, the Central Bank has notified

the approval of the Base Prospectus in accordance with the Prospectus Regulation to other EU listing authorities, including Austria, Belgium,

Denmark, Finland, France, Germany, Italy, Luxembourg, the Netherlands, Norway, Poland, Spain and Sweden, by providing them with certificates

of approval attesting that the Base Prospectus has been prepared in accordance with the Prospectus Regulation.

Each issuer may request

the Central Bank to provide competent authorities in other EEA Member States with such certificates for the purposes of making a public

offer in such Member States and/or for admission to trading of all or any securities on a regulated market.

WisdomTree Issuer X Limited’s

program for the issuance of WisdomTree digital securities does not constitute a collective investment fund for the purpose of the Collective

Investment Funds (Jersey) Law 1988 (as amended) as it satisfies the requirements of Article 2 of the Collective Investments Funds (Restriction

of Scope) (Jersey) Order 2000.

A copy of WisdomTree Issuer X Limited’s prospectus has been delivered to the Registrar of Companies

in Jersey in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the Registrar has consented to its

The JFSC has consented under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the WisdomTree digital

securities by WisdomTree Issuer X Limited.

The prospectus of WisdomTree Issuer X Limited is also recognized by the Swiss Prospectus Office.

The ManJer Issuers are primarily subject to the following legislation and regulatory requirements:

The ManJer Issuers are primarily subject to

the following legislation and regulatory requirements:

● The Companies (Jersey) Law 1991.

Each ManJer Issuer is incorporated as a public limited liability company under the Companies (Jersey) Law 1991.

Therefore, the ManJer Issuers are required to comply with various obligations under this law including, but not limited to, convening general meetings, keeping proper books and records and filing financial statements.

Each ManJer Issuer is incorporated as a public limited liability company under the

Companies (Jersey) Law 1991.

Therefore, the ManJer Issuers are required to comply with various obligations under this law including, but

not limited to, convening general meetings, keeping proper books and records and filing financial statements.

● The Foreign Account Tax Compliance Act, or FATCA , a U.S.

federal law that was passed as part of the Hiring Incentives to Restore Employment (HIRE) Act, generally requires that foreign financial institutions and certain other non -financial foreign entities report on the foreign assets held by their U.S.

federal law that was passed as part of the Hiring Incentives

to Restore Employment (HIRE) Act, generally requires that foreign financial institutions and certain other non-financial foreign entities

report on the foreign assets held by their U.S.

account holders or be subject to withholding on withholdable payments.

The HIRE Act also contained legislation requiring U.S.

The HIRE Act also

contained legislation requiring U.S.

persons to report, depending on the value, their foreign financial accounts and foreign assets.

ETCs benefit from the so called “listing exemption” and Jersey local authorities have determined that for companies which can benefit from such exemption the filing of a nil report is optional.

• The Common Reporting Standards, or CRS , were developed by the Organization for Economic Cooperation and Development and is a global reporting standard for the automatic exchange of information.

The ManJer Issuers need to conduct FATCA style due diligence and annual local reporting in relation to financial accounts held directly and indirectly by residents of those jurisdictions with which the Foreign Financial Institutions (FFIs) jurisdiction of residence has signed an Intergovernmental Agreement (IGA) to implement the CRS.

Unlike FATCA, there is no clear listing exemption available under the CRS so the ManJer Issuers are required to conduct full due diligence to identify such accounts and report on them on an annual basis to their local tax authorities, at least in respect of the certificated interests and primary market issuances.

However, Jersey tax authorities have applied less onerous reporting obligations to interests such as ETCs that are regularly traded on an established securities market and are held through CREST, the U.K.

benefit from the so called “listing exemption” and Jersey local authorities have determined that for companies which can benefit

from such exemption the filing of a nil report is optional.

● The Common Reporting Standards, or CRS , were developed by the Organization for Economic Cooperation and Development

and is a global reporting standard for the automatic exchange of information.

The ManJer Issuers need to conduct FATCA style due diligence

and annual local reporting in relation to financial accounts held directly and indirectly by residents of those jurisdictions with which

the Foreign Financial Institutions (FFIs) jurisdiction of residence has signed an Intergovernmental Agreement (IGA) to implement the CRS.

Unlike FATCA, there is no clear listing exemption available under the CRS so the ManJer Issuers are required to conduct full due diligence

to identify such accounts and report on them on an annual basis to their local tax authorities, at least in respect of the certificated

interests and primary market issuances.

However, Jersey tax authorities have applied less onerous reporting obligations to interests such

as ETCs that are regularly traded on an established securities market and are held through CREST, the U.K.

based central securities depository.

● The Collective Investment Funds (Jersey) Law 1988.

Each ManJer Issuer (other than WisdomTree Issuer X Limited) is a collective investment fund and therefore required to comply with the obligations under the Collective Investment Funds (Jersey) Law 1988 and the Code of Practice for Certified Funds.

Each ManJer Issuer (other than WisdomTree Issuer X Limited) is a

collective investment fund and therefore required to comply with the obligations under the Collective Investment Funds (Jersey) Law 1988

and the Code of Practice for Certified Funds.

● The Prospectus Regulation.

The Base Prospectus of each ManJer Issuer has been drafted, and any offer of ETCs in any EEA Member State that has implemented the Prospectus Regulation is made in compliance with the Prospectus Regulation and any relevant implementing measure in such Member States.

• Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories, known as the European Market Infrastructure Regulation (“EMIR”).

EMIR, which became effective on August 16, 2012, provides for certain over -the-counter , or OTC, derivative contracts to be submitted to central clearing and imposes margin posting and other risk mitigation techniques, reporting and record keeping requirements.

The clearing obligations under EMIR are still under discussion, and currently there are no mandatory clearing obligations in relation to equity, FX or commodity derivatives.

The clearing obligation only applies to EU -based financial counterparties (defined as those authorized under MiFID, CRR, AIFMD, UCITS or insurance regulations) or those non -financial entities that have a rolling three -month notional exposure above a certain amount (between €1 and €3 billion, depending on asset class), which means that the ManJer Issuers are not directly subject to these obligations, but could indirectly be subject to them by virtue of their interaction with EU -based financial counterparties.

In terms of reporting obligations, being non -EU entities, the ManJer Issuers are only indirectly subject to such obligations when they interact with their EU -based financial counterparties.

Each ManJer Issuer has adhered to the 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by the International Swaps and Derivatives Association, Inc.

• Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (the “Regulation”) and Directive 2014/57/EU of the European Parliament and of the Council on criminal sanctions for market abuse (the “Directive” and, together with the Regulation, “MAD”).

Obligations imposed on the relevant ManJer Issuer and distributor under MAD, which became effective on July 3, 2016, include the requirement to publish inside information in a public and timely manner, to prepare and maintain a list of insiders and to refrain from market manipulation.

• Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (“BMR”).

Supervised EU entities which issue financial instruments that reference a benchmark are required to comply with applicable obligations as set out under the BMR.

The BMR was published on June 30, 2016 and the majority of the provisions became effective on January 1, 2018.

The ManJer Issuers are non -EU entities and as a result, BMR application is very limited, although in some circumstances a few residual obligations could be deemed to be applicable because the ETCs are marketed across Europe.

• Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance -based investment products (“PRIIPS”).

PRIIPs became effective on January 1, 2018 and applies to investment product manufacturers and distributors.

Under PRIIPs, manufacturers need to provide a key information document (KIDs) to investors.

The Base Prospectus of each ManJer Issuer has been drafted, and any offer of ETCs in any

EEA Member State that has implemented the Prospectus Regulation is made in compliance with the Prospectus Regulation and any relevant

implementing measure in such Member States.

● Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties

and trade repositories, known as the European Market Infrastructure Regulation (“EMIR”).

EMIR, which became effective

on August 16, 2012, provides for certain over-the-counter, or OTC, derivative contracts to be submitted to central clearing and imposes

margin posting and other risk mitigation techniques, reporting and record keeping requirements.

The clearing obligations under EMIR are

still under discussion, and currently there are no mandatory clearing obligations in relation to equity, FX or commodity derivatives.

The clearing obligation only applies to EU-based financial counterparties (defined as those authorized under MiFID, CRR, AIFMD, UCITS

or insurance regulations) or those non-financial entities that have a rolling three-month notional exposure above a certain amount (between

€1 and €3 billion, depending on asset class), which means that the ManJer Issuers are not directly subject to these obligations,

but could indirectly be subject to them by virtue of their interaction with EU-based financial counterparties.

In terms of reporting obligations,

being non-EU entities, the ManJer Issuers are only indirectly subject to such obligations when they interact with their EU-based financial

counterparties.

Each ManJer Issuer has adhered to the 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published

by the International Swaps and Derivatives Association, Inc.

● Regulation (EU) No 596/2014 of the European Parliament and of the Council on market abuse (the “Regulation”) and

Directive 2014/57/EU of the European Parliament and of the Council on criminal sanctions for market abuse (the “Directive”

and, together with the Regulation, “MAD”).

Obligations imposed on the relevant ManJer Issuer and distributor under

MAD, which became effective on July 3, 2016, include the requirement to publish inside information in a public and timely manner, to prepare

and maintain a list of insiders and to refrain from market manipulation.

● Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial

instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU

and Regulation (EU) No 596/2014 (“BMR”).

Supervised EU entities which issue financial instruments that reference a

benchmark are required to comply with applicable obligations as set out under the BMR.

The BMR was published on June 30, 2016 and the

majority of the provisions became effective on January 1, 2018.

The ManJer Issuers are non-EU entities and as a result, BMR application

is very limited, although in some circumstances a few residual obligations could be deemed to be applicable because the ETCs are marketed

across Europe.

● Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents

for packaged retail and insurance-based investment products (“PRIIPS”).

PRIIPs became effective on January 1, 2018

and applies to investment product manufacturers and distributors.

Under PRIIPs, manufacturers need to provide a key information document

(KIDs) to investors.

The intention of KIDs is to improve transparency for investors on the products and enhance investor protection.

The product manufacturer is responsible for drafting the KID and for its content.

All ETCs are currently subject to PRIIPs and KIDs have been produced since January 1, 2018.

MiFID II covers a wide range of areas that affect the relevant issuer and distributor, such as product governance, a definition of complex products which captures all physical and synthetic ETCs and the production of a European MiFID template, or an EMT, to facilitate the dissemination of relevant information to the markets and distributors in relation to each financial product.

• Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012.

Counterparties to securities financing transactions must report the transaction to trade repositories.

The SFTR introduces a reporting requirement for transactions, and a disclosure requirement to investors with a requirement for prior consent.

It also designates that financial instruments used for re -hypothecation are transferred to an account in the name of the other counterparty.

Since the ManJer Issuers are based in non -EU jurisdictions, obligations are only indirectly applicable to them, but a certain level of interaction with EU counterparties is required to comply with some of these requirements.

WisdomTree Issuer X Limited is also primarily subject to the following legislation and regulatory requirements:

product manufacturer is responsible for drafting the KID and for its content.

All ETCs are currently subject to PRIIPs and KIDs have been

produced since January 1, 2018.

MiFID II covers a wide range of areas that affect the relevant issuer and distributor, such as product governance,

a definition of complex products which captures all physical and synthetic ETCs and the production of a European MiFID template, or an

EMT, to facilitate the dissemination of relevant information to the markets and distributors in relation to each financial product.

● Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing

transactions and of reuse and amending Regulation (EU) No 648/2012.

Counterparties to securities financing

transactions must report the transaction to trade repositories.

The SFTR introduces a reporting requirement for transactions, and a disclosure

requirement to investors with a requirement for prior consent.

It also designates that financial instruments used for re-hypothecation

are transferred to an account in the name of the other counterparty.

Since the ManJer Issuers are based in non-EU jurisdictions, obligations

are only indirectly applicable to them, but a certain level of interaction with EU counterparties is required to comply with some of these

requirements.

WisdomTree Issuer X Limited is also primarily

subject to the following legislation and regulatory requirements:

● The Control of Borrowing (Jersey) Order 1958.

WisdomTree Issuer X Limited is required to comply with the obligations under the Control of Borrowing (Jersey) Order 1958 in respect of its issue of the WisdomTree digital securities.

WisdomTree Issuer X Limited is required to comply with the obligations

under the Control of Borrowing (Jersey) Order 1958 in respect of its issue of the WisdomTree digital securities.

● The Companies (General Provisions) (Jersey) Order 2002.

WisdomTree Issuer X Limited is required to comply with the obligations under the Companies (General Provisions) (Jersey) Order 2002 in respect of its circulation of the WisdomTree digital securities prospectus.

Irish-Domiciled Issuer of UCITS ETFs (Managed by WisdomTree Management Limited)

The investment management industry in Ireland is subject to both Irish domestic law and EU law.

The Central Bank of Ireland, or the Central Bank, is responsible for the authorization and supervision of collective investment schemes, or CIS, in Ireland.

WisdomTree Issuer X Limited is required to comply with the obligations

under the Companies (General Provisions) (Jersey) Order 2002 in respect of its circulation of the WisdomTree digital securities prospectus.

Irish-Domiciled Issuer of UCITS ETFs (Managed by WisdomTree

Management Limited)

The investment management industry in Ireland

is subject to both Irish domestic law and EU law.

The Central Bank of Ireland, or the Central Bank, is responsible for the authorization

and supervision of collective investment schemes, or CIS, in Ireland.

CIS’s are also commonly known as funds/schemes.

There are two main categories of funds authorized by the Central Bank, Undertakings for Collective Investment in Transferable Securities (UCITS) and funds that are not UCITS known as alternative investment funds.

ETFs form part of the Irish and European regulatory frameworks that govern UCITS, with ETFs having been the subject of specific consideration at the European level which is then repeated and/or interpreted by Irish regulators and the Central Bank in regulations and related guidance issued by the Central Bank.

One of our subsidiaries, WisdomTree Management Limited, is an Ireland based management company authorized in Ireland providing collective portfolio management services to WisdomTree Issuer ICAV, or WTICAV, and WisdomTree UCITS ETFs.

two main categories of funds authorized by the Central Bank, Undertakings for Collective Investment in Transferable Securities (UCITS)

and funds that are not UCITS known as alternative investment funds.

ETFs form part of the Irish and European regulatory frameworks that

govern UCITS, with ETFs having been the subject of specific consideration at the European level which is then repeated and/or interpreted

by Irish regulators and the Central Bank in regulations and related guidance issued by the Central Bank.

One of our subsidiaries, WisdomTree Management

Limited, is an Ireland based management company authorized in Ireland providing collective portfolio management services to WisdomTree

Issuer ICAV, or WTICAV, and WisdomTree UCITS ETFs.

The WisdomTree UCITS ETFs, or Sub-Funds, are issued by WTICAV.

WTICAV, a non -consolidated third party, is an Irish -collective-asset-management vehicle, or ICAV, organized in Ireland and is authorized as a UCITS by the Central Bank.

All UCITS have their basis in EU legislation and once authorized in one EEA Member State, may be marketed throughout the EU, without further authorization.

WTICAV, a non-consolidated

third party, is an Irish-collective-asset-management vehicle, or ICAV, organized in Ireland and is authorized as a UCITS by the Central

All UCITS have their basis in EU legislation and once authorized in one EEA Member State, may be marketed throughout the EU, without

further authorization.

This is described as an EU passport.

WisdomTree Management Limited registered with the FCA as an Authorised Schedule 5 – operator of a temporary recognized scheme, and under the Temporary Marketing Permissions Regime, the WisdomTree UCITS ETFs continue to be available to U.K.

WTICAV is established and operated as an ICAV with segregated liability between its Sub -Funds .

The Sub -Funds are segregated portfolios, each with their own investment objective and policies and assets.

WisdomTree Management Limited registered with the FCA as an Authorised Schedule

5 – operator of a temporary recognized scheme, and under the Temporary Marketing Permissions Regime, the WisdomTree UCITS ETFs continue

to be available to U.K.

WTICAV is established and operated as an ICAV

with segregated liability between its Sub-Funds.

The Sub-Funds are segregated portfolios, each with their own investment objective and

policies and assets.

Each Sub-Fund has a separate approval from the Central Bank, and each is structured as an ETF.

Each Sub -Fund tracks a different index.

The index must comply with regulatory criteria that govern, among others, the eligibility and diversification of its constituents, and the availability of information on the index such as the frequency of calculation of the index, the index’s transparency, its methodology and frequency of calculation.

Each Sub -Fund has shares admitted to trading on the London Stock Exchange and, typically, on various European stock exchanges, and accordingly, is subject to the listing requirements of those exchanges.

WTICAV is primarily subject to the following legislation and regulatory requirements:

• European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (as amended) (“UCITS Regulations”).

The UCITS Regulations, which transpose Council Directive 2009/65/EC, Commission Directive 2010/43/EC and Commission Directive 2010/44/EC into Irish law, became effective on July 1, 2011.

UCITS established in Ireland are authorized under the UCITS Regulations.

• Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2019 (“Central Bank UCITS Regulations”).

The Central Bank UCITS Regulations were adopted in May 2019 and, together with the UCITS Regulations, any guidance produced by the Central Bank, and the Central Bank forms, form the basis for all the requirements that the Central Bank imposes on UCITS, UCITS management companies and depositaries of UCITS.

Each Sub-Fund tracks

a different index.

The index must comply with regulatory criteria that govern, among others, the eligibility and diversification of its

constituents, and the availability of information on the index such as the frequency of calculation of the index, the index’s transparency,

its methodology and frequency of calculation.

Each Sub-Fund has shares admitted to trading on the London Stock Exchange and, typically,

on various European stock exchanges, and accordingly, is subject to the listing requirements of those exchanges.

WTICAV is primarily subject to the following

legislation and regulatory requirements:

● European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (as amended) (“UCITS

Regulations”).

The UCITS Regulations, which transpose Council Directive 2009/65/EC, Commission Directive 2010/43/EC and

Commission Directive 2010/44/EC into Irish law, became effective on July 1, 2011.

UCITS established in Ireland are authorized under

the UCITS Regulations.

● Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable

Securities) Regulations 2019 (“Central Bank UCITS Regulations”).

The Central Bank UCITS Regulations were adopted in

May 2019 and, together with the UCITS Regulations, any guidance produced by the Central Bank, and the Central Bank forms, form the basis

for all the requirements that the Central Bank imposes on UCITS, UCITS management companies and depositaries of UCITS.

● Central Bank Guidance.

The Central Bank also has produced guidance that provides direction on issues relating to the funds industry, certain of which set forth conditions not contained in the UCITS Regulations or the Central Bank Regulations with which UCITS must conform.

The Central Bank also has produced guidance that provides direction on issues relating to the

funds industry, certain of which set forth conditions not contained in the UCITS Regulations or the Central Bank Regulations with which

UCITS must conform.

● The Irish Collective Asset-Management Vehicle Act 2015 (“ICAV Act”).

WTICAV is registered as an ICAV under the ICAV Act.

Therefore, WTICAV is required to comply with various obligations under the ICAV Act such as, but not limited to, keeping proper books and records.

The segregation of liability between Sub -funds means there cannot be, as a matter of Irish law, cross -contamination of liability between Sub -funds .

WTICAV is registered as an ICAV under

the ICAV Act.

Therefore, WTICAV is required to comply with various obligations under the ICAV Act such as, but not limited to, keeping

proper books and records.

The segregation of liability between Sub-funds means there cannot be, as a matter of Irish law, cross-contamination

of liability between Sub-funds.

Therefore, the insolvency of one Sub-fund cannot affect another Sub-fund.

EMIR provides for OTC derivative contracts to be submitted to central clearing and imposes, inter alia, margin posting and other risk mitigation techniques, reporting and record keeping requirements.

WTICAV uses OTC derivatives instruments to hedge the currency risk of some of its sub -funds , which are subject to EMIR.

WTICAV has adhered to the 2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol published by the International Swaps and Derivatives Association, Inc.

The Central Bank has been designated as the competent authority for EMIR.

The BMR is directly applicable law across the EU and applies to certain “administrators,” “contributors” and “users” of benchmarks with the aim of reducing the risk of benchmark manipulation and promoting confidence in their integrity and that of the financial markets which they support.

Since WTICAV issues financial instruments that reference a benchmark, it will be required to comply with applicable obligations as set out under the BMR.

In addition, non -EU administrators of benchmarks are required to satisfy a number of requirements to enable the benchmarks they provide to be used in the EU.

To ensure investor protection, the BMR provides equivalence, recognition and endorsement conditions under which third country benchmarks may be used by supervised entities in the EU.

Since we control the provision of benchmarks, we are required to comply with applicable obligations within the timeframes set out under the BMR.

As above, WisdomTree’s ETCs have been subject to PRIIPS since January 1, 2018.

EMIR provides for OTC derivative contracts to be submitted to central clearing and imposes, inter alia, margin

posting and other risk mitigation techniques, reporting and record keeping requirements.

WTICAV uses OTC derivatives instruments to hedge

the currency risk of some of its sub-funds, which are subject to EMIR.

WTICAV has adhered to the 2013 EMIR Portfolio Reconciliation, Dispute

Resolution and Disclosure Protocol published by the International Swaps and Derivatives Association, Inc.

The Central Bank has been designated

as the competent authority for EMIR.

The BMR is directly applicable law across the EU and applies to certain “administrators,” “contributors”

and “users” of benchmarks with the aim of reducing the risk of benchmark manipulation and promoting confidence in their integrity

and that of the financial markets which they support.

Since WTICAV issues financial instruments that reference a benchmark, it will be

required to comply with applicable obligations as set out under the BMR.

In addition, non-EU administrators of benchmarks are required

to satisfy a number of requirements to enable the benchmarks they provide to be used in the EU.

To ensure investor protection, the BMR

provides equivalence, recognition and endorsement conditions under which third country benchmarks may be used by supervised entities in

Since we control the provision of benchmarks, we are required to comply with applicable obligations within the timeframes set

out under the BMR.

● Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents

for packaged retail and insurance-based investment products (“PRIIPS”).

As above, WisdomTree’s ETCs have been

subject to PRIIPS since January 1, 2018.

On January 1, 2023, PRIIPS also began to apply to UCITS.

WTICAV has been producing and publishing these KIDs for share classes of the Sub -funds of the ICAV since January 1, 2023.

WTICAV has been producing and publishing

these KIDs for share classes of the Sub-funds of the ICAV since January 1, 2023.

● Regulation on Disclosures (EU/2019/2088) (“SFDR”) and the EU Taxonomy Regulation (2020/852) (“EU Taxonomy”).

SFDR requires WisdomTree Management Limited, as a UCITS management company, to disclose in a consistent and harmonized manner how environmental, social and governance, or ESG, factors are adopted in its decision -making process.

SFDR also requires certain pre -contractual and periodic disclosure requirements for in scope WTICAV’s Sub -funds , such as UCITS financial products.

Level 1 of SFDR requirements applied from March 1, 2021 and Level 2 of the SFDR requirements applied from January 1, 2023.

The EU Taxonomy Regulation amends the disclosure requirements in place under SFDR.

The EU Taxonomy disclosures for the economically sustainable objectives of climate change mitigation and climate change adaptation were applicable from January 1, 2022, while the requirement for disclosures for the remaining objectives applied from January 1, 2023.

The WTICAV Prospectus, as well as supplements and product pages of the WTICAV Sub -funds in scope of SFDR and EU Taxonomy, have been updated to reflect the respective regulatory requirements.

SFDR requires WisdomTree Management Limited, as a UCITS management company, to disclose in a consistent and harmonized manner

how environmental, social and governance, or ESG, factors are adopted in its decision-making process.

SFDR also requires certain pre-contractual

and periodic disclosure requirements for in scope WTICAV Sub-funds, such as UCITS financial products.

Level 1 of SFDR requirements applied

from March 1, 2021 and Level 2 of the SFDR requirements applied from January 1, 2023.

The EU Taxonomy Regulation amends the disclosure

requirements in place under SFDR.

The EU Taxonomy disclosures for the economically sustainable objectives of climate change mitigation

and climate change adaptation were applicable from January 1, 2022, while the requirement for disclosures for the remaining objectives

applied from January 1, 2023.

The WTICAV Prospectus, as well as supplements and product pages of the WTICAV Sub-funds in scope of SFDR

and EU Taxonomy, have been updated to reflect the respective regulatory requirements.

● Regulation (EU) 2019/1156 on the cross-border distribution framework (“CBDF”).

The CBDF amend the UCITS Directive to increase the harmonization of cross -border marketing between both (a) the UCITS regime and (b) different practices adopted by EU member states and came into effect on August 2, 2021.

The CBDF eliminated the need for WTICAV to have local paying agents within EU member states the Sub -funds passported into, but introduced rules around marketing communications, pre -marketing notifications and the discontinuation of marketing.

The CBDF amend the UCITS

Directive to increase the harmonization of cross-border marketing between both (a) the UCITS regime and (b) different practices adopted

by EU member states and came into effect on August 2, 2021.

The CBDF eliminated the need for WTICAV to have local paying agents within

EU member states the Sub-funds passported into, but introduced rules around marketing communications, pre-marketing notifications and

the discontinuation of marketing.

● Regulatory technical standards on settlement discipline (“CSDR”).

CSDR introduced measures to prevent settlement failures, with settlement failures resulting in penalty charges applied by the Central Securities Depositaries to failing parties.

Since most WTICAV sub -funds employ physical replication using equities and bonds, trades in these equities that take place within the EU come into scope of CSDR.

CSDR introduced measures to prevent settlement

failures, with settlement failures resulting in penalty charges applied by the Central Securities Depositaries to failing parties.

most WTICAV sub-funds employ physical replication using equities and bonds, trades in these equities that take place within the EU come

into scope of CSDR.

This regulation came into force on February 1, 2022.

Irish-Domiciled Issuer (Managed by WisdomTree Multi Asset Management Limited)

One of our subsidiaries, WisdomTree Multi Asset Management Limited, is a Jersey based management company providing investment and other management services to WisdomTree Multi Asset Issuer PLC, or WMAI, in respect of the ETPs issued by WMAI.

WisdomTree Multi Asset Management Limited operates under the Schedule 2 businesses (Schedule 2 of the Proceeds of Crime (Jersey) Law 1999) must adhere to Jersey AML/CFT/CPF regulations, and is supervised for compliance by the JFSC.

Irish-Domiciled Issuer (Managed by WisdomTree Multi Asset Management

One of our subsidiaries, WisdomTree Multi Asset Management

Limited, is a Jersey based management company providing investment and other management services to WisdomTree Multi Asset Issuer PLC,

or WMAI, in respect of the ETPs issued by WMAI.

WisdomTree Multi Asset Management Limited operates under the Schedule 2 businesses (Schedule

2 of the Proceeds of Crime (Jersey) Law 1999), must adhere to Jersey AML/CFT/CPF regulations, and is supervised for compliance by the

WMAI, a non-consolidated third party, is a public limited company incorporated in the laws of Ireland.

It was established as a special purpose vehicle for the purposes of issuing collateralized exchange -traded securities, or ETP Securities, under the Collateralized ETP Securities Programme described in its Base Prospectus.

WMAI is a ‘qualifying company’ within the meaning of section 110 of the Taxes Consolidation Act 1997 (as amended), of Ireland.

WMAI is not authorized or regulated by the Central Bank by virtue of issuing ETPs.

The Central Bank, as competent authority under the Prospectus Regulation, has approved the Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Regulation.

Such approval relates only to ETP Securities which are to be admitted to trading on a regulated market for the purpose of MiFID II and/or which are to be offered to the public in any EEA Member State.

The Base Prospectus also has been approved by the FCA as competent authority pursuant to the U.K.

law by virtue of the U.K.

It was established as a special

purpose vehicle for the purposes of issuing collateralized exchange-traded securities, or ETP Securities, under the Collateralized ETP

Securities Programme described in its Base Prospectus.

WMAI is a ‘qualifying company’ within the meaning of section 110 of

the Taxes Consolidation Act 1997 (as amended), of Ireland.

WMAI is not authorized or regulated by the Central Bank by virtue of issuing

The Central Bank, as competent authority under

the Prospectus Regulation, has approved the Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the

Prospectus Regulation.

At the request of WMAI, the Central Bank has notified the approval of the Base Prospectus in accordance with the Prospectus Regulation to the Commissione Nazionale per le Societá e la Borsa (the Italian financial supervisory authority), the Bundesanstalt für Finanzdienstleistungsaufsicht (the German Federal Financial Supervisory Authority), the Financial Market Authority of Austria, the Commission de Surveillance du Secteur Financier (the financial regulator in Luxembourg), the Finanstilsynet (the Norwegian financial supervisory authority), the Autorité des Services et Marchés Financiers (the Belgian Financial Services and Markets Authority), the Finanstilsynet (the Danish Financial Supervisory Authority), the Finanssivalvonta (the Finnish Financial Supervisory Authority), the Autorité des Marchés Financiers (the French Authority for the Financial Markets), the Autoriteit Financiële Markten (the Netherlands Authority for the Financial Markets), the Komisja Nadzoru Finansowego (the Polish Financial Supervisory Authority), the Comisión Nacional del Mercado de Valores (the Securities Market Commission in Spain) and Finansinspektionen (the Swedish Financial Supervisory Authority) by providing them, inter alia , with certificates of approval attesting that the Base Prospectus has been prepared in accordance with the Prospectus Regulation.

WMAI may request the Central Bank to provide competent authorities in other EEA Member States with such certificates whether for the purposes of making a public offer in such Member States or for admission to trading of all or any ETP Securities on a regulated market therein or both.

WMAI is primarily subject to the following legislation and regulatory requirements:

Such approval relates only to ETP Securities which are to be admitted to trading on a regulated market for the

purpose of MiFID II and/or which are to be offered to the public in any EEA Member State.

The Base Prospectus also has been approved by

the FCA as competent authority pursuant to the U.K.

version of Regulation (EU) No 2017/1129 of the European Parliament and the Council

of 14 June 2017 on the form and content of such prospectuses and repealing Directive 2003/71/EC which is part of U.K.

law by virtue of

Prospectus Regulation.

At the request of WMAI, the Central Bank has

notified the approval of the Base Prospectus in accordance with the Prospectus Regulation to the Commissione Nazionale per le Societá

e la Borsa (the Italian financial supervisory authority), the Bundesanstalt für Finanzdienstleistungsaufsicht (the German Federal

Financial Supervisory Authority), the Financial Market Authority of Austria, the Commission de Surveillance du Secteur Financier (the

financial regulator in Luxembourg), the Finanstilsynet (the Norwegian financial supervisory authority), the Autorité des Services

et Marchés Financiers (the Belgian Financial Services and Markets Authority), the Finanstilsynet (the Danish Financial Supervisory

Authority), the Finanssivalvonta (the Finnish Financial Supervisory Authority), the Autorité des Marchés Financiers (the

French Authority for the Financial Markets), the Autoriteit Financiële Markten (the Netherlands Authority for the Financial Markets),

the Komisja Nadzoru Finansowego (the Polish Financial Supervisory Authority), the Comisión Nacional del Mercado de Valores (the

Securities Market Commission in Spain) and Finansinspektionen (the Swedish Financial Supervisory Authority) by providing them, inter

alia , with certificates of approval attesting that the Base Prospectus has been prepared in accordance with the Prospectus Regulation.

WMAI may request the Central Bank to provide competent authorities in other EEA Member States with such certificates whether for the purposes

of making a public offer in such Member States or for admission to trading of all or any ETP Securities on a regulated market therein

WMAI is primarily subject to the following legislation

and regulatory requirements:

● The Companies Act.

WMAI is incorporated as a public limited liability company under the Companies Act.

Therefore, WMAI is required to comply with various obligations under the Companies Act such as, but not limited to, convening general meetings, keeping proper books and records and filing financial statements.

Therefore, WMAI

is required to comply with various obligations under the Companies Act such as, but not limited to, convening general meetings, keeping

proper books and records and filing financial statements.

● The Prospectus Regulation.

The Base Prospectus has been drafted, and any offer of ETP Securities in any EEA Member State that has implemented the Prospectus Regulation is made in compliance with the Prospectus Regulation and any relevant implementing measure in such Member States.

WMAI hedges its payment obligations in respect of the ETP Securities by entering into swap transactions with swap providers, which are subject to EMIR.

The Central Bank has been designated as the competent authority for EMIR and, to assess compliance with EMIR, requests that WMAI submits annually an EMIR Regulatory Return.

Since WMAI issues financial instruments that reference a benchmark, it also will be required to comply with applicable obligations within the timeframes set out under the BMR.

MAD has a direct effect in Ireland and strengthens the legal framework underpinning the function of detecting, sanctioning and deterring market abuse.

Broadly, MAD applies to any financial instrument admitted to, or for which a request for admission has been made to, trading on a regulated market in at least one member state of the EU or in an EEA Member State.

Obligations imposed on WMAI under MAD include the requirement to publish inside information in a public and timely manner, to draw up and maintain a list of insiders and to refrain from market manipulation.

As above, CSDR introduced measures to prevent settlement failures, with settlement failures resulting in penalty charges applied by the Central Securities Depositaries to failing parties.

The Base Prospectus has been drafted, and any offer of ETP Securities in any EEA Member State

that has implemented the Prospectus Regulation is made in compliance with the Prospectus Regulation and any relevant implementing measure

in such Member States.

WMAI hedges its payment obligations in respect of the ETP Securities by entering into swap transactions with swap

providers, which are subject to EMIR.

The Central Bank has been designated as the competent authority for EMIR and, to assess compliance

with EMIR, requests that WMAI submits annually an EMIR Regulatory Return.

Since WMAI issues financial instruments that reference a benchmark, it also will be required to comply with applicable

obligations within the timeframes set out under the BMR.

MAD has a direct effect in Ireland and strengthens the legal framework underpinning the function of detecting,

sanctioning and deterring market abuse.

Broadly, MAD applies to any financial instrument admitted to, or for which a request for admission

has been made to, trading on a regulated market in at least one member state of the EU or in an EEA Member State.

Obligations imposed

on WMAI under MAD include the requirement to publish inside information in a public and timely manner, to draw up and maintain a list

of insiders and to refrain from market manipulation.

As above, CSDR introduced measures to prevent settlement failures, with settlement failures resulting in penalty

charges applied by the Central Securities Depositaries to failing parties.

Intellectual Property

We regard our name, WisdomTree, as material to our business and have registered the WisdomTree name and logo design as a service mark with the U.S.

Patent and Trademark Office and in various foreign jurisdictions.

We also have registered Modern Alpha as a service mark with the U.S.

Patent and Trademark Office and in various foreign jurisdictions and have applied for trademark registration of the WisdomTree Prime name and logo design.

Many of our index -based equity ETFs are based on our own indexes and we do not license them from, nor do we pay licensing fees to, third parties for these indexes.

We do, however, license third -party indexes for certain of our fixed income, currency and alternative ETFs.

We regard our name, WisdomTree, as material

to our business.

We have registered the WisdomTree name and logo design, Modern Alpha and the WisdomTree Prime name and logo design as

service marks with the U.S.

Patent and Trademark Office.

The WisdomTree name and logo design and Modern Alpha are also registered as service

marks in various foreign jurisdictions.

Many of our index-based equity ETFs are based

on our own indexes and we do not license them from, nor do we pay licensing fees to, third parties for these indexes.

We do, however,

license third-party indexes for certain of our fixed income, currency, equity and alternative ETFs.

On March 6, 2012, the U.S.

Patent and Trademark Office issued to us our patent on Financial Instrument Selection and Weighting System and Method, which is embodied in our dividend weighted equity indexes.

Patent and Trademark

Office issued to us our patent on Financial Instrument Selection and Weighting System and Method, which is embodied in our dividend weighted

equity indexes.

We currently do not rely upon our patent for a competitive advantage.

1 unchanged sentence

Company Website and Public Filings

Our website is located at www.wisdomtree.com , and our investor relations website is located at https://ir.wisdomtree.com .

We make available, free of charge through our investor relations website, our Annual Reports on Form 10 -K , Quarterly Reports on Form 10 -Q and Current Reports on Form 8 -K , and amendments to those reports, filed or furnished pursuant to Sections 13(a) or Section 15(d) of the Exchange Act as soon as reasonably practicable after they have been electronically filed with, or furnished to, the SEC.

The SEC maintains a website that contains reports, proxy and information statements, and other information regarding the Company at www.sec.gov .

We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website.

Additionally, we provide notifications of news or announcements regarding our financial performance, SEC filings, investor events and press and earnings releases on our investor relations website.

Further corporate governance information, including board committee charters and our code of business conduct and ethics, is also available on our investor relations website under the heading “Governance.” The contents of our websites are not incorporated by reference into this Annual Report on Form 10 -K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

Our website is located at https://www.wisdomtree.com ,

and our investor relations website is located at https://ir.wisdomtree.com .

We make available, free of charge through our investor

relations website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,

and amendments to those reports, filed or furnished pursuant to Sections 13(a) or Section 15(d) of the Exchange Act as soon

as reasonably practicable after they have been electronically filed with, or furnished to, the SEC.

The SEC maintains a website that contains

reports, proxy and information statements, and other information regarding the Company at www.sec.gov .

We webcast our earnings calls and certain events

we participate in or host with members of the investment community on our investor relations website.

Additionally, we provide notifications

of news or announcements regarding our financial performance, SEC filings, investor events and press and earnings releases on our investor

relations website.

Further corporate governance information, including board committee charters and our code of business conduct and ethics,

is also available on our investor relations website under the heading “Governance.” The contents of our websites are not incorporated

by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites

are intended to be inactive textual references only.

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

What changed 10-K

Item 1. Business