4 unchanged sentences
(In Thousands, Except Per Share Amounts)
−Removed: September 30,
Current assets:
−Removed: Cash, cash equivalents and restricted cash (including $ 11,192 and $ 5,007 invested in the WisdomTree Government Money Market Digital Fund at September 30, 2024 and December 31, 2023, respectively)
−Removed: Financial instruments owned, at fair value (including $ 70,010 and $ 47,559 invested in WisdomTree products at September 30, 2024 and December 31, 2023, respectively) (Note 5)
−Removed: Accounts receivable (including $33,764 and $28,511 due from related parties at September 30, 2024 and December 31, 2023, respectively)
+Added: Cash, cash equivalents and restricted cash (including $ 11,282 invested in the WisdomTree
+Added: Government Money Market Digital Fund at March 31, 2025 and December 31, 2024) (Note 3)
+Added: Financial instruments owned, at fair value (including $ 78,590 and $ 78,540 invested
+Added: in WisdomTree products at March 31, 2025 and December 31, 2024, respectively) (Note 5)
+Added: Accounts receivable (including $ 35,440 and $ 34,959 due from related parties at March 31, 2025 and December 31, 2024, respectively)
+Added: Income taxes receivable
Prepaid expenses
2 unchanged sentences
Fixed assets, net
−Removed: Securities held-to-maturity
Deferred tax assets, net (Note 18)
15 unchanged sentences
Payable to GBH (Note 9)
−Removed: Operating lease liabilities—long term
+Added: Operating lease liabilities (Note 10)
Total liabilities
−Removed: Preferred stock—Series A Non-Voting Convertible, par value $ 0.01 ;
−Removed: Zero and 14.750 shares authorized, issued and outstanding at September 30, 2024 and December 31, 2023, respectively;
−Removed: redemption value of $0 and $ 96,869 at September 30, 2024 and December 31, 2023, respectively) (Note 11)
Contingencies (Note 11)
5 unchanged sentences
issued and outstanding:
−Removed: 146,104 and 150,330 at September 30, 2024 and December 31, 2023, respectively
+Added: 147,034 and 146,102 at March 31, 2025 and December 31, 2024, respectively
Additional paid-in capital
10 unchanged sentences
Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
Operating Revenues:
7 unchanged sentences
Sales and business development
−Removed: Contractual gold payments (Note 9)
Professional fees
6 unchanged sentences
Interest expense
−Removed: Gain on revaluation/termination of deferred consideration—gold payments (Note 9)
Interest income
−Removed: Impairments (Note 25)
−Removed: Loss on extinguishment of convertible notes (Note 10)
−Removed: Other losses, net
+Added: Other losses and gains, net
Income before income taxes
Income tax expense
−Removed: Net (loss)/income
−Removed: (Loss)/earnings per share—basic
−Removed: (Loss)/earnings per share—diluted
+Added: Earnings per share—basic
+Added: Earnings per share—diluted
Weighted-average common shares—basic
5 unchanged sentences
and Subsidiaries
−Removed: Consolidated Statements of Comprehensive (Loss)/Income
+Added: Consolidated Statements of Comprehensive Income
(In Thousands)
Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: Net (loss)/income
Other comprehensive income/(loss)
1 unchanged sentence
Other comprehensive income/(loss)
−Removed: Comprehensive (loss)/income
−Removed: The accompanying notes are an integral part
−Removed: of these consolidated financial statements.
−Removed: WisdomTree, Inc.
−Removed: and Subsidiaries
−Removed: Consolidated Statements of Changes in Stockholders’
−Removed: (In Thousands)
−Removed: Three Months Ended September 30, 2024
−Removed: Preferred Stock
−Removed: Comprehensive
−Removed: (Loss)/Income
−Removed: Balance—July 1, 2024
−Removed: Shares repurchased
−Removed: Restricted stock issued and vesting of restricted stock units, net
−Removed: Stock-based compensation
−Removed: Repurchase of Series A Preferred Stock (Note 11)
−Removed: Excise taxes – stock repurchases
−Removed: Other comprehensive income
−Removed: Balance—September 30, 2024
−Removed: Three Months Ended September 30, 2023
−Removed: Preferred Stock
−Removed: Comprehensive
−Removed: Balance—July 1, 2023
−Removed: Shares repurchased
−Removed: Restricted stock issued and vesting of restricted stock units, net
−Removed: Stock-based compensation
−Removed: Other comprehensive loss
−Removed: Balance—September 30, 2023
+Added: Comprehensive income
The accompanying notes are an integral part
4 unchanged sentences
(In Thousands)
−Removed: Nine Months Ended September 30, 2024
−Removed: Preferred Stock
+Added: Three Months Ended March 31, 2025
Comprehensive
−Removed: (Loss)/Income
Balance—January 1, 2025
2 unchanged sentences
Stock-based compensation
−Removed: Repurchase of Series A Preferred Stock (Note 11)
−Removed: Excise taxes – Stock repurchases
Other comprehensive income
−Removed: Balance—September 30, 2024
−Removed: Nine Months Ended September 30, 2023
−Removed: Preferred Stock
+Added: Balance—March 31, 2025
+Added: Three Months Ended March 31, 2024
Comprehensive
Balance—January 1, 2024
−Removed: Shares issued in connection with termination of the deferred consideration—gold payments obligation, net of issuance costs (Note 9)
Restricted stock issued and vesting of restricted stock units, net
−Removed: Shares issued in connection with convertible notes that matured on June 15, 2023 (Note 10)
Shares repurchased
1 unchanged sentence
Other comprehensive loss
−Removed: Balance—September 30, 2023
+Added: Balance—March 31, 2024
The accompanying notes are an integral part
4 unchanged sentences
(In Thousands)
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended
Cash flows from operating activities:
−Removed: Adjustments to reconcile net income to net cash provided by operating activities:
+Added: Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Advisory and license fees paid in gold, other precious metals and cryptocurrency
−Removed: Loss on extinguishment of convertible notes
Stock-based compensation
−Removed: (Gains)/losses on financial instruments owned, at fair value
Deferred income taxes
−Removed: Imputed interest on payable to GBH
Amortization of issuance costs—convertible notes
Depreciation and amortization
+Added: Imputed interest on payable to GBH
+Added: Losses/(gains) on financial instruments owned, at fair value
Amortization of right of use asset
−Removed: Losses on investments
−Removed: Gain on revaluation/termination of deferred consideration—gold payments
−Removed: Contractual gold payments
+Added: Gains on investments
Changes in operating assets and liabilities:
Accounts receivable
+Added: Income taxes receivable/payable
Prepaid expenses
2 unchanged sentences
Compensation and benefits payable
−Removed: Income taxes payable
Operating lease liabilities
Accounts payable and other liabilities
−Removed: Net cash provided by operating activities
+Added: Net cash provided by/(used in) operating activities
Cash flows from investing activities:
Purchase of financial instruments owned, at fair value
−Removed: Purchase of investments
Cash paid—software development
1 unchanged sentence
Proceeds from the sale of financial instruments owned, at fair value
−Removed: Proceeds from the exit from investment in Securrency, Inc.
−Removed: Proceeds from held-to-maturity securities maturing or called prior to maturity
−Removed: Receipt of contingent consideration—Sale of Canadian ETF business
−Removed: Acquisition of Securrency Transfers, Inc.
−Removed: (net of cash acquired)
Net cash (used in)/provided by investing activities
Cash flows from financing activities:
−Removed: Repurchase of Series A Preferred Stock
−Removed: Repurchase and maturity of convertible notes (Note 10)
−Removed: Shares repurchased
+Added: Common stock repurchased
Dividends paid
−Removed: Issuance costs—convertible notes
−Removed: Repurchase costs—Series A Preferred Stock
−Removed: Proceeds from the issuance of convertible notes (Note 10)
−Removed: Termination of deferred consideration—gold payments
−Removed: Issuance costs—Series C Preferred Stock
+Added: Excise taxes paid on common stock repurchased
Net cash used in financing activities
Increase/(decrease) in cash flow due to changes in foreign exchange rate
−Removed: Net increase/(decrease) in cash, cash equivalents and restricted cash
+Added: Net decrease in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash—beginning of year
3 unchanged sentences
Cash paid for interest
−Removed: WisdomTree, Inc.
−Removed: and Subsidiaries
−Removed: Consolidated Statements of Cash Flows (Continued)
−Removed: (In Thousands)
−Removed: NON-CASH INVESTING AND FINANCING ACTIVITIES
−Removed: On May 10, 2023, the Company issued 13.087
−Removed: shares of Series C Non-Voting Convertible Preferred Stock (valued at $86,898) in connection with the termination of its deferred consideration—gold
−Removed: payments obligation.
−Removed: See Note 9 for additional information.
−Removed: On June 15, 2023, the Company issued 1,037
−Removed: shares of common stock (as the conversion option was in the money) in connection with the maturity of $60,000 aggregate principal amount
−Removed: of 4.25% Convertible Senior Notes.
The accompanying notes
5 unchanged sentences
Organization and Description of Business
−Removed: WisdomTree, Inc., through its global subsidiaries
−Removed: (collectively, “WisdomTree” or the “Company”), is a global financial innovator, offering a well-diversified suite
−Removed: of exchange-traded products (“ETPs”), models, solutions and products leveraging blockchain technology.
−Removed: Building on its heritage
−Removed: of innovation, the Company is developing and has launched next-generation digital products, services and structures, including digital
−Removed: or blockchain-enabled mutual funds (“Digital Funds”) and tokenized assets, as well as its blockchain-native digital wallet,
−Removed: WisdomTree Prime and institutional platform, WisdomTree Connect.
−Removed: The Company has the following wholly-owned operating subsidiaries:
+Added: WisdomTree, Inc., through its
+Added: subsidiaries in the U.S.
+Added: and Europe (collectively, “WisdomTree” or the “Company”), is a global financial
+Added: innovator, offering a diverse suite of exchange-traded products (“ETPs”), models, solutions and products leveraging
+Added: blockchain technology.
+Added: Building on its heritage of innovation, the Company has introduced next-generation digital products and
+Added: services, including blockchain-enabled mutual funds (“Digital Funds”) and tokenized assets, as well as its
+Added: blockchain-native digital wallet, WisdomTree Prime, and institutional platform, WisdomTree Connect.
+Added: The Company has the following
+Added: wholly-owned operating subsidiaries:
● WisdomTree Asset Management, Inc.
−Removed: (“WTAM”) is a New York based investment adviser registered with the SEC, providing
−Removed: investment advisory and other management services to the WisdomTree Trust (“WTT”) and WisdomTree exchange-traded funds (“ETFs”).
−Removed: The WisdomTree ETFs are issued in the U.S.
+Added: is a New York based investment adviser registered with the SEC, providing investment advisory
+Added: and other management services to the WisdomTree Trust (“WTT”) and WisdomTree exchange-traded funds (“ETFs”).
+Added: WisdomTree ETFs are issued in the U.S.
WTT is a non-consolidated Delaware statutory trust registered with the SEC as an open-end
20 unchanged sentences
WisdomTree Europe Limited is no longer regulated and does not provide any regulated
−Removed: ● WisdomTree Ireland Limited is an Ireland based company authorized by the Central Bank of Ireland providing distribution services
−Removed: to ManJer, WTMAML and WML.
+Added: ● WisdomTree Ireland Limited (“WT Ireland”) is an Ireland based company authorized by the Central Bank of Ireland
+Added: providing distribution services to ManJer, WTMAML and WML.
● WisdomTree Digital Commodity Services, LLC is a New York based company that serves as the sponsor of the WisdomTree Bitcoin
10 unchanged sentences
with the SEC as an open-end management investment company.
−Removed: Each Digital Fund uses blockchain technology to maintain a secondary record
−Removed: of its shares on one or more blockchains (e.g., Stellar or Ethereum), but does not directly or indirectly invest in any assets that rely
−Removed: on blockchain technology, such as cryptocurrencies.
+Added: Each Digital Fund uses a blockchain-integrated recordkeeping system to maintain
+Added: a record of its shares on one or more blockchains (e.g., Stellar or Ethereum), but does not directly or indirectly invest in any assets
+Added: that rely on blockchain technology, such as cryptocurrencies.
● WisdomTree Digital Movement, Inc.
5 unchanged sentences
● WisdomTree Securities, Inc.
−Removed: is a New York based limited purpose broker-dealer (i.e., mutual fund retailer), facilitating transactions
−Removed: in WisdomTree Digital Funds.
+Added: is a New York based limited purpose broker-dealer (i.e., mutual fund retailer) registered with
+Added: the SEC and FINRA, facilitating transactions in WisdomTree Digital Funds.
● WisdomTree Transfers, Inc.
is a New York based transfer agent registered with the SEC, providing transfer agency and registrar
−Removed: services for the WisdomTree Digital Funds.
−Removed: The transfer agent maintains the official record of share ownership in book entry form and
−Removed: reconciles the official record with the secondary record of ownership of shares on one or more blockchains.
−Removed: ● WisdomTree Digital Trust Company, LLC is a New York based limited liability trust company chartered by the New York State Department
−Removed: of Financial Services to provide certain digital asset products and services (e.g., custody) via WisdomTree Prime.
+Added: services for the Digital Funds.
+Added: The transfer agent uses a blockchain-integrated recordkeeping system for the ownership of WisdomTree Digital
+Added: ● WisdomTree Digital Trust Company, LLC is a New York based limited liability trust company that has been formed to operate as
+Added: a limited purpose trust company under New York Banking Law and is licensed to engage in virtual currency business activity by the New
+Added: York State Department of Financial Services.
Significant Accounting Policies
23 unchanged sentences
The Company, through its subsidiaries in the
−Removed: and Europe, is a global financial innovator, offering a well-diversified suite of ETPs, models, solutions and products leveraging
−Removed: blockchain technology.
−Removed: The Company conducts business as a single operating segment as an ETP sponsor and asset manager, which is based
−Removed: upon the Company’s current organizational and management structure, as well as information used by the Company’s Chief Executive
−Removed: Officer (the chief operating decision maker, or CODM) to allocate resources and other factors.
+Added: and Europe, is a global financial innovator, offering a diverse suite of ETPs, models, solutions and products leveraging blockchain
+Added: The Company conducts business as a single operating segment as an ETP sponsor and asset manager, which is based upon the Company’s
+Added: current organizational and management structure, as well as information used by the Company’s Chief Executive Officer (the chief
+Added: operating decision maker, or CODM) to allocate resources and other factors.
Foreign Currency Translation
24 unchanged sentences
for which the Company has a right to invoice.
−Removed: Contractual Gold Payments
−Removed: Contractual gold payments were measured and
−Removed: paid monthly based upon the average daily spot price of gold.
−Removed: The Company’s obligation to continue making these payments terminated
−Removed: on May 10, 2023.
Marketing and Advertising
30 unchanged sentences
and reasonable and supportable forecasts to amounts outstanding using the aging method.
−Removed: Impairment of Long-Lived Assets
−Removed: The Company performs a review for the impairment
−Removed: of long-lived assets when events or changes in circumstances indicate that the estimated undiscounted future cash flows expected to be
−Removed: generated by the assets are less than their carrying amounts or when other events occur which may indicate that the carrying amount of
−Removed: an asset may not be recoverable.
−Removed: Financial Instruments Owned and Financial Instruments Sold,
−Removed: but Not yet Purchased (at Fair Value)
−Removed: Financial instruments owned and financial instruments
−Removed: sold, but not yet purchased are financial instruments classified as either trading or available-for-sale (“AFS”).
−Removed: These financial
−Removed: instruments are recorded on their trade date and are measured at fair value.
−Removed: All equity instruments that have readily determinable fair
−Removed: values are classified by the Company as trading.
−Removed: Debt instruments are classified based primarily on the Company’s intent to hold
−Removed: or sell the instrument.
−Removed: Changes in the fair value of debt instruments classified as trading and AFS are reported in other income/(expenses)
−Removed: and other comprehensive income, respectively, in the period the change occurs.
−Removed: Debt instruments classified as AFS are assessed for impairment
−Removed: on a quarterly basis and an estimate for credit loss is provided when the fair value of the AFS debt instrument is below its amortized
−Removed: Credit-related impairments are recognized in earnings with a corresponding adjustment to the instrument’s amortized
−Removed: cost basis if the Company intends to sell the impaired AFS debt instrument or it is more likely than not the Company will be required
−Removed: to sell the instrument before recovering its amortized cost basis.
−Removed: Other credit-related impairments are recognized as an allowance with
−Removed: a corresponding adjustment to earnings.
−Removed: Impairments resulting from noncredit-related factors are recognized in other comprehensive income.
−Removed: Amounts recorded in other comprehensive income are reclassified into earnings upon sale of the AFS debt instrument using the specific
−Removed: identification method.
−Removed: Securities Held-to-Maturity
−Removed: The Company accounts for certain of its securities
−Removed: as held-to-maturity on a trade date basis, which are recorded at amortized cost.
−Removed: For held-to-maturity securities, the Company has the
−Removed: intent and ability to hold these securities to maturity and it is not more-likely-than-not that the Company will be required to sell these
−Removed: securities before recovery of their amortized cost bases, which may be maturity.
−Removed: Held-to-maturity securities are placed on non-accrual
−Removed: status when the Company is in receipt of information indicating collection of interest is doubtful.
−Removed: Cash received on held-to-maturity
−Removed: securities placed on non-accrual status is recognized on a cash basis as interest income if and when received.
−Removed: The Company reviews its portfolio of held-to-maturity
−Removed: securities for impairment on a quarterly basis, recognizing an allowance, if any, by applying an estimated loss rate after consideration
−Removed: for the nature of collateral securing the financial asset as well as potential future changes in collateral values and historical loss
−Removed: information for financial assets secured with similar collateral.
−Removed: Investments in pass-through government-sponsored
−Removed: enterprises (“GSEs”) are determined to have an estimated loss rate of zero due to an implicit U.S.
−Removed: government guarantee.
+Added: Financial Instruments Owned
+Added: Financial instruments owned are financial instruments
+Added: classified as either trading or available-for-sale (“AFS”).
+Added: These financial instruments are recorded on their trade date and
+Added: are measured at fair value.
+Added: All equity instruments that have readily determinable fair values are classified by the Company as trading.
+Added: Debt instruments are classified based primarily on the Company’s intent to hold or sell the instrument.
+Added: Changes in the fair value
+Added: of debt instruments classified as trading and AFS are reported in other income/(expenses) and other comprehensive income, respectively,
+Added: in the period the change occurs.
+Added: Debt instruments classified as AFS are assessed for impairment on a quarterly basis and an estimate for
+Added: credit loss is provided when the fair value of the AFS debt instrument is below its amortized cost basis.
+Added: Credit-related impairments are
+Added: recognized in earnings with a corresponding adjustment to the instrument’s amortized cost basis if the Company intends to sell the
+Added: impaired AFS debt instrument or it is more likely than not the Company will be required to sell the instrument before recovering its amortized
+Added: Other credit-related impairments are recognized as an allowance with a corresponding adjustment to earnings.
+Added: Impairments resulting
+Added: from noncredit-related factors are recognized in other comprehensive income.
+Added: Amounts recorded in other comprehensive income are reclassified
+Added: into earnings upon sale of the AFS debt instrument using the specific identification method.
The Company accounts for equity investments
23 unchanged sentences
Goodwill is allocated to the Company’s
−Removed: business and European business components.
−Removed: For impairment testing purposes, these components are aggregated as a single reporting
−Removed: unit as they fall under the same operating segment and have similar economic characteristics.
+Added: and European components.
+Added: For impairment testing purposes, these components are aggregated as a single reporting unit as they fall
+Added: under the same operating segment and have similar economic characteristics.
Goodwill is assessed for impairment annually
30 unchanged sentences
The Company accounts for its lease obligations
−Removed: in accordance with ASC Topic 842, Leases (“ASC 842”), which requires the recognition of both (i) a lease liability equal to
−Removed: the present value of the remaining lease payments and (ii) an offsetting right-of-use asset.
−Removed: The remaining lease payments are discounted
−Removed: using the rate implicit in the lease, if known, or otherwise the Company’s incremental borrowing rate.
+Added: in accordance with ASC Topic 842, Leases (“ASC 842”), which requires the recognition of both (i) a lease liability
+Added: equal to the present value of the remaining lease payments and (ii) an offsetting right-of-use asset.
+Added: The remaining lease payments are
+Added: discounted using the rate implicit in the lease, if known, or otherwise the Company’s incremental borrowing rate.
After lease commencement,
6 unchanged sentences
The Company has elected to apply this practical expedient to all lease contracts, where applicable.
−Removed: Deferred Consideration—Gold Payments
−Removed: Deferred consideration—gold payments represented
−Removed: the present value of an obligation to pay gold to a third party into perpetuity and was measured using forward-looking gold prices observed
−Removed: on the CMX exchange, a selected discount rate and perpetual growth rate (Note 9).
−Removed: Changes in the fair value and settlement of this obligation
−Removed: were reported as gain on revaluation/termination of deferred consideration—gold payments in the Consolidated Statements of Operations.
Convertible Notes
19 unchanged sentences
Net income available to common stockholders represents net income of the Company reduced by an allocation of earnings to participating
−Removed: securities, as well as the loss related to the repurchase of the Series A non-voting convertible preferred stock and excise tax on stock
−Removed: The Series A non-voting convertible preferred stock and Series C non-voting convertible preferred stock (Notes 9 and 11)
−Removed: and unvested share-based payment awards that contained non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid)
−Removed: were participating securities while they were outstanding and were included in the computation of EPS pursuant to the two-class method.
−Removed: Share-based payment awards that do not contain such rights are not deemed participating securities and are included in diluted shares
−Removed: outstanding (if dilutive).
+Added: Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid
+Added: or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method.
+Added: Share-based payment
+Added: awards that do not contain such rights are not deemed participating securities and are included in diluted shares outstanding (if dilutive).
Diluted EPS is calculated under the treasury
3 unchanged sentences
The treasury stock method includes the dilutive effect of potential common shares
−Removed: including unvested stock-based awards, the Series A non-voting convertible preferred stock, the Series C non-voting convertible preferred
−Removed: stock and the convertible notes, if any.
−Removed: Potential common shares associated with the Series A non-voting convertible preferred stock,
−Removed: the Series C non-voting convertible preferred stock and the convertible notes were computed under the if-converted method.
−Removed: Potential common
−Removed: shares associated with the conversion option embedded in the convertible notes are dilutive when the Company’s average stock price
−Removed: exceeds the conversion price.
+Added: including unvested stock-based awards and the convertible notes, if any.
+Added: Potential common shares associated with the convertible notes
+Added: are computed under the if-converted method.
+Added: Potential common shares associated with the conversion option embedded in the convertible
+Added: notes are dilutive when the Company’s average stock price exceeds the conversion price.
The Company accounts for income taxes using
20 unchanged sentences
of other liabilities and other expenses.
−Removed: Excise taxes on stock repurchases are accounted for as a direct cost of the share repurchase
−Removed: transaction and reported as a reduction of stockholders’ equity.
+Added: Excise taxes on stock repurchases are accounted for as a direct component of the share repurchase
+Added: transaction and reported as a reduction of stockholder’s equity.
Recently Issued Accounting Pronouncements
+Added: On November 4, 2024, the Financial Accounting
+Added: Standards Board (“FASB”) issued ASU 2024-03, Reporting Comprehensive Income—Expense Disaggregation Disclosures ,
+Added: which requires additional information about specific expense categories in the notes to financial statements at interim and annual reporting
+Added: The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning
+Added: after December 15, 2027.
+Added: The Company does not anticipate this standard to have a material impact on its financial statements.
+Added: Recently Adopted Accounting Pronouncements
On December 14, 2023, the Financial Accounting
−Removed: Standards Board (“FASB”) issued ASU 2023-09, Improvements to Income Tax Disclosures , which establishes new
−Removed: income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.
−Removed: Under the new guidance, entities
−Removed: must consistently categorize and provide greater disaggregation of information in the rate reconciliation.
−Removed: They must also further disaggregate
−Removed: income taxes paid.
−Removed: The standard is intended to benefit stockholders by providing more detailed income tax disclosures that would be useful
−Removed: in making capital allocation decisions.
−Removed: The guidance applies to all entities subject to income taxes and is effective for annual periods
−Removed: beginning after December 15, 2024.
−Removed: The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.
+Added: Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income
+Added: Tax Disclosures , which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing
+Added: requirements.
+Added: Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate
+Added: reconciliation.
+Added: They must also further disaggregate income taxes paid.
+Added: The standard is intended to benefit stockholders by providing more
+Added: detailed income tax disclosures that would be useful in making capital allocation decisions.
+Added: The guidance applies to all entities subject
+Added: to income taxes and is effective for annual periods beginning after December 15, 2024.
+Added: The guidance will be applied on a prospective basis
+Added: with the option to apply the standard retrospectively.
Early adoption is permitted.
−Removed: The Company is considering early adoption of this standard in connection with the filing of its Annual Report
−Removed: on Form 10-K for the year ending December 31, 2024.
−Removed: Recently Adopted Accounting Pronouncements
−Removed: On January 1, 2024, the Company adopted ASU
−Removed: 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures , which requires public entities to provide
−Removed: disclosures of significant segment expenses and other segment items.
−Removed: The guidance requires public entities to provide in interim periods
−Removed: all disclosures about a reportable segment’s profit or loss and assets that are currently required annually and also applies to
−Removed: public entities with a single reportable segment.
−Removed: Entities are permitted to disclose more than one measure of a segment’s profit
−Removed: or loss if such measures are used by the CODM to allocate resources and assess performance, as long as at least one of those measures
−Removed: is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the consolidated
−Removed: financial statements.
−Removed: The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable,
−Removed: and is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024.
−Removed: 26 for additional information.
−Removed: On January 1, 2024, the Company early adopted
−Removed: ASU 2023-08, Accounting for and Disclosure of Crypto Assets , which contains final guidance requiring all entities to measure certain
−Removed: crypto assets at fair value each reporting period and to reflect changes from remeasurement in net income.
−Removed: Entities are required to present
−Removed: crypto assets measured at fair value separately from other intangible assets on the balance sheet and present changes from the remeasurement
−Removed: of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement.
−Removed: Entities are required
−Removed: to provide interim and annual disclosures about the types of crypto assets they hold and any changes in their holdings of crypto assets.
−Removed: The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.
−Removed: adoption of this standard did not have a material impact on the Company’s financial statements.
+Added: The Company adopted this standard on a prospective
+Added: basis for the year ended December 31, 2024.
+Added: See Note 18 for additional information.
Cash, Cash Equivalents and Restricted Cash
Of the total cash, cash equivalents and restricted
−Removed: cash of $ 176,483 and $ 129,305 at September 30, 2024 and December 31, 2023, respectively, $ 148,707 and $ 116,895 were held at three financial
+Added: cash of $ 170,373 and $ 181,191 at March 31, 2025 and December 31, 2024, respectively, $ 156,726 and $ 155,871 were held at three financial
institutions.
−Removed: At September 30, 2024 and December 31, 2023, cash equivalents were approximately $ 58,371 and $ 50,226 , respectively.
+Added: At March 31, 2025 and December 31, 2024, cash equivalents were approximately $ 90,896 and $ 48,336 , respectively.
Certain of the Company’s subsidiaries
are required to maintain a minimum level of regulatory capital, generally satisfied by cash on hand, which was $ 35,580 and $ 39,423 at
−Removed: September 30, 2024 and December 31, 2023, respectively.
−Removed: Of these amounts, $ 13,576 and $ 0 , at September 30, 2024 and December 31, 2023,
−Removed: respectively, was restricted cash, which is required to be maintained in a separate account with withdrawal and usage restrictions in
−Removed: compliance with regulatory obligations.
+Added: March 31, 2025 and December 31, 2024, respectively.
+Added: Of these amounts, $ 13,499 and $ 13,403 , at March 31, 2025 and December 31, 2024, respectively,
+Added: was restricted cash, which is required to be maintained in a separate account with withdrawal and usage restrictions in compliance with
+Added: regulatory obligations.
Fair Value Measurements
26 unchanged sentences
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
−Removed: In such cases, for
−Removed: disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined
+Added: In such cases,
+Added: for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined
based on the lowest level input that is significant to the fair value measurement in its entirety.
1 unchanged sentence
of the Company’s assets and liabilities measured at fair value.
−Removed: During the three and nine months ended September 30, 2024 and 2023,
−Removed: there were no transfers between Levels 2 and 3.
−Removed: September 30, 2024
+Added: During the three months ended March 31, 2025 and 2024, there were
+Added: no transfers between Levels 2 and 3.
+Added: March 31, 2025
Recurring fair value measurements:
3 unchanged sentences
Other assets—seed capital (WisdomTree Digital Funds):
−Removed: Non-recurring fair value measurements:
−Removed: Fnality International Limited—Series B-1 Preference Shares (1)
−Removed: _____________________________
−Removed: (1) Fair value determined on June 17, 2024.
−Removed: Not included above are prospective changes in value due to fluctuations
−Removed: in the British pound to U.S.
−Removed: dollar exchange rate.
+Added: Other investments
December 31, 2024
4 unchanged sentences
Other assets—seed capital (WisdomTree Digital Funds):
+Added: Other investments
Non-recurring fair value measurements:
Fnality International Limited—Series B-1 Preference Shares (1)
−Removed: Other investments (2)
_____________________________
−Removed: (1) Fair value determined on October 31, 2023.
−Removed: (2) Fair value determined on September 30, 2023.
+Added: (1) Fair value determined on June 17, 2024.
+Added: Not included above are prospective
+Added: changes in value due to fluctuations in the British pound to U.S.
+Added: dollar exchange rate.
Recurring Fair Value Measurements – Methodology
4 unchanged sentences
Financial instruments owned (Note 5)
−Removed: – Financial instruments owned are investments in ETFs, pass-through GSEs, U.S.
−Removed: treasuries, equities and fixed income.
−Removed: ETFs and equities
−Removed: are generally traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the fair value hierarchy.
−Removed: Pricing of U.S.
−Removed: treasuries, pass-through GSEs and fixed income includes consideration given to date of issuance, collateral characteristics
−Removed: and market assumptions related to yields, credit risk and timing of prepayments and may be classified as either Level 1 or Level 2.
+Added: – Financial instruments owned are investments in ETFs, pass-through GSEs, equities and fixed income.
+Added: ETFs and equities are generally
+Added: traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the fair value hierarchy.
+Added: Pricing of pass-through
+Added: GSEs and fixed income includes consideration given to date of issuance, collateral characteristics and market assumptions related to yields,
+Added: credit risk and timing of prepayments and may be classified as either Level 1 or Level 2.
+Added: Fair Value Measurements classified as Level
+Added: 3 – The following table presents a reconciliation of beginning and ending balances of recurring fair value measurements classified
+Added: These instruments consist of the following:
+Added: Three Months Ended
+Added: Other Investments:
+Added: Beginning balance
+Added: Net unrealized gains (1)
+Added: Ending balance
+Added: _____________________________
+Added: (1) Recorded in other losses and gains, net in the Consolidated Statements of Operations.
Financial instruments owned
These instruments consist of the following:
−Removed: September 30,
Financial instruments owned
2 unchanged sentences
The Company recognized net trading gains on
−Removed: financial instruments owned that were still held at the reporting dates of $ 680 and $ 1,958 during the three months ended September 30,
−Removed: 2024 and 2023, respectively, and $ 3,023 and $ 648 during the nine months ended September 30, 2024 and 2023, respectively, which were recorded
−Removed: in other losses, net, in the Consolidated Statements of Operations.
−Removed: Securities Held-to-Maturity
−Removed: The following table is a summary of the Company’s
−Removed: securities held-to-maturity:
−Removed: September 30,
−Removed: Debt instruments:
−Removed: Pass-through GSEs (amortized cost)
−Removed: During the nine months ended September 30, 2024
−Removed: and 2023, the Company received proceeds of $ 18 and $ 22 , respectively, from held-to-maturity securities maturing or being called prior
−Removed: The following table summarizes unrealized losses
−Removed: and fair value (classified as Level 2 within the fair value hierarchy) of securities held-to-maturity:
−Removed: September 30,
−Removed: Cost/amortized cost
−Removed: Gross unrealized losses
−Removed: An allowance for credit losses was not provided
−Removed: on the Company’s held-to-maturity securities as all securities are investments in pass-through GSEs which are determined to have
−Removed: an estimated loss rate of zero due to an implicit U.S.
−Removed: government guarantee.
−Removed: The following table sets forth the maturity
−Removed: profile of the securities held-to-maturity;
−Removed: however, these securities may be called prior to the maturity date:
−Removed: September 30,
−Removed: Due within one year
−Removed: Due one year through five years
−Removed: Due five years through ten years
−Removed: Due over ten years
−Removed: The following table sets forth the Company’s
−Removed: September 30, 2024
+Added: financial instruments owned that were still held at the reporting dates of $ 545 and $ 1,904 during the three months ended March 31, 2025
+Added: and 2024, respectively, which were recorded in other losses and gains, net, in the Consolidated Statements of Operations.
+Added: The following is a summary of the Company’s
+Added: March 31, 2025
December 31, 2024
2 unchanged sentences
Fnality International Limited—Series B-1 Preference Shares
+Added: Other investments
Fnality International Limited
The Company owns approximately 5.4 % (or
−Removed: on a fully-diluted basis) of capital stock of Fnality International Limited (“Fnality”), a company incorporated in England
−Removed: and Wales and focused on creating a peer-to-peer digital wholesale settlement ecosystem comprised of a consortium of financial institutions,
−Removed: offering real time cross-border payments from a single pool of liquidity.
−Removed: The Company’s ownership interest is represented by 2,340,378
−Removed: Series B-1 Preference Shares, resulting from the conversion of its investment of £ 6,000 ($ 8,091 ) in convertible notes upon
−Removed: Fnality’s qualified equity financing which occurred in October 2023.
−Removed: The Series B-1 Preference Shares carry a 1.0x liquidation preference,
−Removed: are convertible into ordinary shares at the option of the Company and contain various rights and protections.
+Added: 4.7 % on a fully-diluted basis) of capital stock of Fnality International Limited (“Fnality”), a company incorporated
+Added: in England and Wales and focused on creating a peer-to-peer digital wholesale settlement ecosystem comprised of a consortium of
+Added: financial institutions, offering real time cross-border payments from a single pool of liquidity.
+Added: The Company’s ownership
+Added: interest is represented by 2,340,378 Series B-1 Preference Shares, resulting from the conversion of its investment of
+Added: £ 6,000 ($ 8,091 ) in convertible notes upon Fnality’s qualified equity financing which occurred in October 2023.
+Added: The Series B-1 Preference Shares carry a 1.0x liquidation preference, are convertible into ordinary shares at
+Added: the option of the Company and contain various rights and protections.
This investment is accounted for under the measurement
11 unchanged sentences
valuation approach (classified as Level 3 in the fair value hierarchy):
−Removed: 2024 December
Expected volatility 60 %
2 unchanged sentences
Net unrealized gains/(losses) recognized on
−Removed: this investment were $ 476 and ($ 920 ) during the three and nine months ended September 30, 2024, respectively, inclusive of changes in
−Removed: the British pound to U.S.
+Added: this investment were $ 247 and ($ 78 ) during the three months ended March 31, 2025 and 2024, respectively, inclusive of changes in the British
+Added: pound to U.S.
dollar exchange rate.
−Removed: These results are recorded in other losses, net on the Consolidated Statements of Operations.
+Added: These results are recorded in other losses and gains, net on the Consolidated Statements of Operations.
There was no impairment recognized on this investment
−Removed: during the three and nine months ended September 30, 2024 based upon a qualitative assessment.
+Added: during the three months ended March 31, 2025 based upon a qualitative assessment.
+Added: Other Investments
+Added: On October 2, 2024, the Company purchased an
+Added: investment of $ 674 .
+Added: During the three months ended March 31, 2025, the Company recognized an unrealized gain of $ 68 , recorded in other
+Added: losses and gains, net in the Consolidated Statements of Operations.
Fixed Assets, Net
The following table summarizes fixed assets:
−Removed: September 30,
accumulated depreciation
−Removed: Deferred Consideration—Gold Payments
−Removed: Deferred consideration—gold payments represented
−Removed: an obligation the Company assumed in connection with its acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse
−Removed: business of ETFS Capital Limited (“ETFS Capital”) which occurred on April 11, 2018.
−Removed: The obligation was for fixed payments
−Removed: to ETFS Capital of physical gold bullion equating to 9,500 ounces of gold per year through March 31, 2058 and then subsequently reduced
−Removed: to 6,333 ounces of gold per year continuing into perpetuity (“contractual gold payments”).
−Removed: ETFS Capital continued to pass
−Removed: through the payments to other parties to meet its payment obligations under prior royalty agreements, including to Gold Bullion Holdings
−Removed: (Jersey) Limited (“GBH”), a subsidiary of the World Gold Council (“WGC”), Graham Tuckwell (“GT”),
−Removed: and Rodber Investments Limited (“RIL”), an entity controlled by GT, who is also the Chairman of ETFS Capital.
−Removed: On May 10, 2023, the Company terminated its
−Removed: contractual gold payments obligation for aggregate consideration totaling $ 136,903 pursuant to a Sale, Purchase and Assignment Deed (the
−Removed: “SPA Agreement”) with WisdomTree International Holdings Ltd, Electra Target HoldCo Limited, ETFS Capital, WGC, GBH, GT and
−Removed: Under the terms of the transaction, GBH received approximately $ 4,371 in cash and 13,087 shares of Series C Non-Voting Convertible
−Removed: Preferred Stock of the Company, $ 0.01 par value per share, convertible into 13,087,000 shares of the Company’s common stock (see
−Removed: Note 12 for additional information), and RIL received approximately $ 45,634 in cash.
−Removed: During the three and nine months ended September
−Removed: 30, 2023, the Company recognized the following in respect of deferred consideration—gold payments:
−Removed: September 30,
−Removed: September 30,
−Removed: Contractual gold payments
−Removed: Contractual gold payments — gold ounces paid
−Removed: Gain on revaluation/termination of deferred consideration — gold payments
Convertible Notes
The Company has the following convertible notes
−Removed: outstanding as of September 30, 2024:
+Added: outstanding as of March 31, 2025:
● $ 150,000 in aggregate principal amount of 3.25 % Convertible Senior Notes due 2026 (the “2026 Notes”);
2 unchanged sentences
Each class of notes were issued pursuant to
−Removed: indentures dated as of the issuance dates between the Company and either U.S.
−Removed: Bank National Association or U.S Bank Trust Company, National
−Removed: Association, as trustee (or its successor in interest, the “Trustee”), in private offerings to qualified institutional buyers
+Added: indentures dated as of the issuance dates between the Company and U.S Bank Trust Company, National Association, as trustee (either initially
+Added: or as successor to U.S.
+Added: Bank National Association, the “Trustee”), in private offerings to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended.
−Removed: In connection with the issuance of the 2029
−Removed: Notes, the Company repurchased $ 104,155 in aggregate principal amount of the 2028 Notes.
−Removed: As a result of this repurchase, the Company recognized
−Removed: a loss on extinguishment of $ 30,632 during the three and nine months ended September 30, 2024.
−Removed: As of September 30, 2024, the Company had an
−Removed: aggregate principal amount of $ 520,845 outstanding of the 2026 Notes, the 2028 Notes and the 2029 Notes (collectively, the “Convertible
+Added: As of March 31, 2025, the Company had an aggregate
+Added: principal amount of $ 520,845 outstanding of the 2026 Notes, the 2028 Notes and the 2029 Notes (collectively, the “Convertible Notes”).
Key terms of the Convertible Notes are as follows:
+Added: 2026 Notes 2028 Notes 2029 Notes
Principal outstanding $ 150,000 $ 25,845 $ 345,000
33 unchanged sentences
Convertible Notes to be converted.
−Removed: At its election, the Company will also settle its conversion obligation in excess of the aggregate
+Added: At its election, the Company will also settle the conversion obligation in excess of the aggregate
principal amount of the Convertible Notes being converted in either cash, shares of its common stock or a combination of cash and shares
19 unchanged sentences
144.9275 shares of the Company’s common stock per $ 1,000 principal amount of the 2029 Notes, the 2028 Notes and the 2026 Notes,
−Removed: respectively (the equivalent of 61,826,817 shares of the Company’s common stock), subject to adjustment.
+Added: respectively (the equivalent of 61,826,817 shares of the Company’s common stock based on the aggregate principal amount of Convertible
+Added: Notes outstanding), subject to adjustment.
● Seniority and Security:
5 unchanged sentences
The following table provides a summary of the
−Removed: Convertible Notes at September 30, 2024 and December 31, 2023:
−Removed: September 30, 2024
+Added: Convertible Notes at March 31, 2025 and December 31, 2024:
+Added: March 31, 2025
December 31, 2024
5 unchanged sentences
(1) Includes amortization of the issuance costs and premium.
−Removed: Interest expense on the Convertible Notes was
−Removed: $ 4,330 and $ 11,256 respectively, during the three and nine months ended September 30, 2024 and $ 3,461 and $ 11,484 , respectively, during
−Removed: the comparable periods in 2023.
−Removed: Interest payable of $ 3,151 and $ 2,391 at September 30, 2024 and December 31, 2023, respectively, is included
−Removed: in accounts payable and other liabilities on the Consolidated Balance Sheets.
+Added: Interest expense on the Convertible Notes during
+Added: the three months ended March 31, 2025 and 2024 was $ 4,986 and $ 3,462 , respectively.
+Added: Interest payable of $ 3,058 and $ 5,107 at March 31,
+Added: 2025 and December 31, 2024, respectively, is included in accounts payable and other liabilities on the Consolidated Balance Sheets.
The fair value of the Convertible Notes (classified
−Removed: as Level 2 in the fair value hierarchy) was $ 553,602 and $ 281,897 at September 30, 2024 and December 31, 2023, respectively.
+Added: as Level 2 in the fair value hierarchy) was $ 531,340 and $ 571,031 at March 31, 2025 and December 31, 2024, respectively.
The if-converted
−Removed: value of the 2028 Notes was $ 27,064 at September 30, 2024.
−Removed: The if-converted value of the 2026 Notes and the 2029 Notes did not exceed
−Removed: the principal amount at September 30, 2024.
−Removed: The if-converted value of the Convertible Notes did not exceed the principal amount at December
−Removed: Series A Preferred Stock
−Removed: On August 13, 2024, the Company repurchased
−Removed: all of its then-outstanding Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”), which was convertible
−Removed: into 14,750,000 shares of the Company’s common stock from ETFS Capital for aggregate cash consideration of $ 143,812 (or $ 9.75 per
−Removed: These shares were previously issued in April 2018, in connection with the completion of the acquisition by the Company of the
−Removed: European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital (the “ETFS Acquisition”) and
−Removed: were carried at $ 132,750 , which was based on the closing price of the Company’s common stock on April 10, 2018 of $ 9.00 per share,
−Removed: the trading day prior to the closing of the transaction.
−Removed: GAAP, the premium paid on repurchase
−Removed: represents a return similar to a dividend to the preferred stockholder and is required to be recorded to retained earnings along with
−Removed: the related transaction costs.
−Removed: During the three and nine months ended September 30, 2024, the Company recorded a $ 11,375 reduction to
−Removed: retained earnings in connection with this repurchase.
−Removed: The following is a summary of the Series A Preferred
−Removed: Stock balance:
−Removed: September 30,
−Removed: Issuance of Series A Preferred Stock
−Removed: Issuance costs
−Removed: Series A Preferred Stock—carrying value
−Removed: Cash dividends declared per share (quarterly)
−Removed: The Company previously classified the Series
−Removed: A Preferred Stock as temporary equity which is required for redeemable instruments for which redemption triggers are outside of the issuer’s
−Removed: ETFS Capital had the right to redeem all the Series A Preferred Stock specified to be converted during the period of time specified
−Removed: in the Series A Certificate of Designations in the event that:
−Removed: (a) the number of shares of the Company’s common stock authorized
−Removed: by its certificate of incorporation was insufficient to permit the Company to convert all of the Series A Preferred Stock requested by
−Removed: ETFS Capital to be converted;
−Removed: or (b) ETFS Capital did not, upon completion of a change of control of the Company, receive the same
−Removed: amount per share of Series A Preferred Stock as it would have received had each outstanding share of Series A Preferred Stock been converted
−Removed: into common stock immediately prior to the change of control.
−Removed: However, the Company would not have been obligated to make any such redemption
−Removed: payments to the extent such payments would have been a breach of any covenant or obligation the Company owed to any of its secured creditors
−Removed: or is otherwise prohibited by applicable law.
−Removed: Any such redemption would have been at a price
−Removed: per share of Series A Preferred Stock equal to the dollar volume-weighted average price for a share of common stock for the 30-trading
−Removed: day period ending on the date of such attempted conversion or change of control, as applicable, multiplied by 1,000.
−Removed: Such redemption payment
−Removed: would have been made in one payment no later than 10 business days following the last day of the Company’s first fiscal quarter
−Removed: that began on a date following the date ETFS Capital exercised such redemption right.
−Removed: The redemption value of the Series A Preferred Stock
−Removed: was $ 96,869 at December 31, 2023.
+Added: value of the Convertible Notes did not exceed the principal amount at March 31, 2025.
+Added: The if-converted value of the 2028 Notes was $ 28,446
+Added: at December 31, 2024.
+Added: The if-converted value of the 2026 Notes and the 2029 Notes did not exceed the principal amount at December 31,
Payable to Gold Bullion Holdings (Jersey) Limited (“GBH”)
On November 20, 2023, the Company repurchased
−Removed: its Series C Non-Voting Convertible Preferred Stock, par value $ 0.01 per share (the “Series C Preferred Stock”) which was
−Removed: convertible into 13,087,000 shares of the Company’s common stock, from GBH, a subsidiary of WGC, for aggregate cash consideration
−Removed: of approximately $ 84,411 .
−Removed: Under the terms of the transaction, the Company paid GBH $ 40,000 on the closing date, with the remainder of
−Removed: the purchase price payable in equal, interest-free installments on the first, second and third anniversaries of the closing date.
−Removed: implied price per share was $ 6.02 when considering the interest-free financing element of the transaction.
−Removed: The investor rights agreement
−Removed: that the Company and GBH entered into in May 2023 in connection with the issuance of the Series C Preferred Stock, which provided GBH
−Removed: with certain rights and obligations with respect to the shares, including registration rights, was terminated in this transaction.
+Added: all of its then-outstanding Series C Non-Voting Convertible Preferred Stock, par value $ 0.01 per share (the “Series C Preferred
+Added: Stock”) which was convertible into 13,087,000 shares of the Company’s common stock, from GBH, a subsidiary of the World Gold
+Added: Council, for aggregate cash consideration of approximately $ 84,411 .
+Added: Under the terms of the transaction, the Company has paid GBH $ 54.8
+Added: million to date, with the remainder of the purchase price payable in equal, interest-free installments on the second and third anniversaries
+Added: of the closing date.
+Added: The implied price per share was $ 6.02 when considering the interest-free financing element of the transaction.
+Added: investor rights agreement that the Company and GBH entered into in May 2023 in connection with the issuance of the Series C Preferred
+Added: Stock, which provided GBH with certain rights and obligations with respect to the shares, including registration rights, was terminated
+Added: in this transaction.
GAAP, the obligation was recorded
3 unchanged sentences
payable was valued at $ 38,835 on the closing date and the carrying value of this obligation is as follows:
−Removed: September 30,
−Removed: Interest expense recognized was $ 697 and $ 2,039 ,
−Removed: respectively, during the three and nine months ended September 30, 2024 and $0 during the comparable periods in 2023 and is included as
−Removed: a component of total interest expense recognized on the Consolidated Statements of Operations.
+Added: Interest expense recognized during the three
+Added: months ended March 31, 2025 and 2024 was $ 455 and $ 666 , respectively, and is included as a component of total interest expense recognized
+Added: on the Consolidated Statements of Operations.
The Company has entered into operating leases
1 unchanged sentence
The Company has no finance leases.
−Removed: The following table
−Removed: provides additional information regarding the Company’s leases:
+Added: The following table provides additional information
+Added: regarding the Company’s leases:
Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: 2024 2023 2024 2023
Operating lease cost $ 326 $ 324
10 unchanged sentences
The following table discloses future minimum
−Removed: lease payments at September 30, 2024 with respect to the Company’s operating lease liabilities:
+Added: lease payments at March 31, 2025 with respect to the Company’s operating lease liabilities:
Remainder of 2025
+Added: 2027 and thereafter
Total future minimum lease payments (undiscounted)
The following table reconciles the future minimum
−Removed: lease payments (disclosed above) at September 30, 2024 to the operating lease liabilities recognized in the Company’s Consolidated
−Removed: Balance Sheets:
+Added: lease payments (disclosed above) at March 31, 2025 to the operating lease liabilities recognized in the Company’s Consolidated Balance
Amounts recognized in the Company’s Consolidated Balance Sheets
6 unchanged sentences
and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business.
−Removed: SEC ESG Settlement
−Removed: On August 5, 2024, WTAM received a Wells Notice
−Removed: from the staff (the “Staff”) of the SEC advising WTAM that the Staff had made a preliminary determination to recommend that
−Removed: the SEC file an enforcement action against WTAM alleging violations of certain provisions of the U.S.
−Removed: federal securities laws relating
−Removed: to three exchange-traded series of WisdomTree Trust managed by WTAM that pursued ESG-focused strategies (collectively, the “Funds”).
−Removed: The Funds, which were launched in March 2020 and were liquidated in February 2024, collectively had monthly average cumulative assets
−Removed: under management of approximately $ 119 million throughout their lifetime as ESG-named funds.
−Removed: Without admitting or denying the SEC’s
−Removed: allegations, WTAM agreed to resolve the matter by consenting to the entry of an Order by the SEC, which was announced publicly on October
−Removed: 21, 2024, in which WTAM agreed to cease and desist from committing or causing any violations and any future violations of Sections 206(2)
−Removed: and 206(4) of the Investment Advisers Act of 1940, as amended, Rules 206(4)-7 and 206(4)-8 thereunder, and Section 34(b) of the Investment
−Removed: Company Act of 1940, as amended, and to pay a civil money penalty of $ 4,000 (the “SEC ESG Settlement”).
−Removed: This amount has been
−Removed: reported in other losses, net on the Consolidated Statements of Operations during the three and nine months ended September 30, 2024.
−Removed: Excluding the penalty, the Company expects that
−Removed: all legal and other related expenses incurred by WTAM in connection with the matter will be covered by insurance, less a $ 1,000 deductible.
−Removed: These expected covered expenses totaled $ 3,661 and $ 4,114 , respectively, during the three and nine months ended September 30, 2024 and
−Removed: have been reported in other revenue on the Consolidated Statements of Operations.
Closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged
−Removed: Between December 2020 and March 2022,
−Removed: WMAI, WTMAML, WTUK and/or WisdomTree Ireland Limited (“WT Ireland”) were served with seven separate writs of summons
−Removed: to appear before the Courts of Milan, Udine or Turin, Italy by investors seeking damages resulting from the closure of the
−Removed: WisdomTree WTI Crude Oil 3x Daily Leveraged ETP (“3OIL”) in March 2020.
−Removed: The product was dependent on the receipt of
−Removed: payments from a swap provider to satisfy payment obligations to the investors.
−Removed: Due to an extreme adverse move in oil futures
−Removed: relative to the oil futures’ closing price, the swap contract underlying 3OIL was terminated by the swap provider, which
−Removed: resulted in the compulsory redemption of 3OIL, all in accordance with the prospectus.
−Removed: Since February 2022, five of the seven
−Removed: actions have been resolved in the Company’s favor, of which two are subject to appeal.
−Removed: Total damages sought by all investors
−Removed: related to the two remaining open and two appealed claims, including an appealed claim for total damages of € 7,830 ($ 8,740 ),
−Removed: were approximately € 19,130 ($ 21,360 ) at September 30, 2024.
+Added: Between December 2020 and December 2024, WMAI,
+Added: WTMAML, WTUK and/or WT Ireland were served with eight separate writs of summons to appear before the Courts of Milan, Udine or Turin,
+Added: Italy by investors seeking damages resulting from the closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP (“3OIL”)
+Added: in March 2020.
+Added: The product was dependent on the receipt of payments from a swap provider to satisfy payment obligations to the investors.
+Added: Due to an extreme adverse move in oil futures relative to the oil futures’ closing price, the swap contract underlying 3OIL was
+Added: terminated by the swap provider, which resulted in the compulsory redemption of 3OIL, all in accordance with the prospectus.
+Added: Since February 2022, six of the eight actions
+Added: have been resolved in the Company’s favor, of which three have been appealed.
+Added: Total damages sought by all investors related to the
+Added: remaining open and appealed claims were approximately € 17,850 ($ 19,330 ) at March 31, 2025, of which € 15,240 ($ 16,510 ) relates
+Added: to three appealed claims.
Additionally, in July 2023, WT Ireland received
2 unchanged sentences
The claim is in its preliminary stages and a writ of summons has not been served.
−Removed: The Company continues to assess the open claims
−Removed: with its external counsel.
−Removed: The Company expects that losses, if any, arising from these claims will be covered under its insurance policies,
−Removed: less a $ 500 deductible.
−Removed: An accrual has not been made with respect to these matters at September 30, 2024 and December 31, 2023.
+Added: The Company continues to assess the open and
+Added: appealed claims with its external counsel.
+Added: The Company expects that losses, if any, arising from these claims will be covered under its
+Added: insurance policies, less a $ 500 deductible.
+Added: An accrual has not been made with respect to these matters at March 31, 2025 and December
Variable Interest Entities
18 unchanged sentences
the Company’s variable interests in non-consolidated VIEs:
−Removed: September 30,
Carrying Amount — Assets:
Fnality Series B-1 Preference Shares (Note 6)
+Added: Other investments
Maximum exposure to loss
3 unchanged sentences
Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
Revenues from contracts with customers:
Advisory fees
−Removed: Other revenues
Total operating revenues
7 unchanged sentences
A significant portion of the Company’s
−Removed: revenues from contracts with customers are derived primarily from investment advisory agreements with related parties (Note 17).
+Added: revenues from contracts with customers is derived primarily from investment advisory agreements with related parties (Note 14).
advisory fees are recognized over time, are earned from the Company’s ETPs and are calculated based on a percentage of the ETPs’
8 unchanged sentences
contracts with customers, all of which are investment advisory agreements with related parties.
−Removed: Other revenues includes revenues the Company
+Added: Other revenues include revenues the Company
earns from swap providers associated with certain of the Company’s European listed ETPs, the nature of which are based on a percentage
9 unchanged sentences
Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
Revenues from contracts with customers:
24 unchanged sentences
from related parties which are included as a component of accounts receivable in the Consolidated Balance Sheets:
−Removed: September 30,
Receivable from WTT
9 unchanged sentences
Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
Advisory services provided to WTT
3 unchanged sentences
The Company also has investments in certain
−Removed: WisdomTree products of approximately $ 81,202 and $ 52,566 at September 30, 2024 and December 31, 2023, respectively.
−Removed: This includes $ 20,524
−Removed: and $ 18,308 , respectively, of seed investments in certain affiliated Digital Funds advised by WT Digital Management, referred to herein
−Removed: as “other assets–seed capital.” The Company also has invested an additional $ 6,000 in the WisdomTree Government Money
−Removed: Market Digital Fund at September 30, 2024.
+Added: WisdomTree products of $ 89,872 and $ 89,822 at March 31, 2025 and December 31, 2024, respectively.
+Added: This includes $ 20,848 and $ 20,866 , respectively,
+Added: of seed investments in certain consolidated affiliated Digital Funds advised by WT Digital Management, referred to herein as “other
+Added: assets–seed capital.” As of March 31, 2025, the Company has also invested an additional $ 6,050 in the WisdomTree Government
+Added: Money Market Digital Fund.
Net unrealized and realized gains related to
−Removed: trading WisdomTree products were $ 554 and $ 2,278 , respectively, during the three and nine months ended September 30, 2024 and ($ 591 ) and
−Removed: $ 250 , respectively, during the comparable periods in 2023.
−Removed: Such gains are recorded in other losses, net on the Consolidated Statements
−Removed: of Operations.
+Added: trading WisdomTree products were $ 647 and $ 1,945 , respectively, during the three months ended March 31, 2025 and 2024.
+Added: Such gains are
+Added: recorded in other losses and gains, net on the Consolidated Statements of Operations.
Stock-Based Awards
26 unchanged sentences
target number of PRSUs granted, as follows:
−Removed: ● If the relative TSR is below the
−Removed: 25 th percentile, then 0% of the target number of PRSUs granted will vest;
−Removed: ● If the relative TSR is
−Removed: at the 25 th percentile, then 50% of the target number of PRSUs granted will vest;
−Removed: ● If the relative TSR is above the
−Removed: 25 th percentile, then linear scaling is applied such that the percent of the target number of PRSUs vesting is 100% at the
−Removed: 50 th percentile and capped at 200% of the target number of PRSUs granted for performance at the 85 th percentile;
−Removed: ● If the Company’s TSR is
−Removed: negative, the target number of PRSUs vesting is capped at 100% regardless of the relative TSR percentile.
+Added: relative TSR is below the 25 th percentile, then 0% of the target number of PRSUs granted will vest;
+Added: relative TSR is at the 25 th percentile, then 50% of the target number of PRSUs granted will vest;
+Added: relative TSR is above the 25 th percentile, then linear scaling is applied such that the percent of the target number of PRSUs
+Added: vesting is 100% at the 50 th percentile and capped at 200% of the target number of PRSUs granted
+Added: for performance at the 85 th
+Added: Company’s TSR is negative, the target number of PRSUs vesting is capped at 100% regardless of the relative TSR percentile.
Stock-based compensation expense was $ 6,238
−Removed: and $ 15,952 , respectively, during the three and nine months ended September 30, 2024 and $ 3,916 and $ 12,422 , respectively, during the
−Removed: comparable periods in 2023.
+Added: and $ 5,163 , respectively, during the three months ended March 31, 2025 and 2024.
A summary of unrecognized stock-based compensation
expense and average remaining vesting period is as follows:
−Removed: September 30, 2024
+Added: March 31, 2025
Weighted-Average
2 unchanged sentences
Employees and directors $ 31,183 1.39
−Removed: A summary of stock-based compensation award activity
−Removed: (shares) during the three months ended September 30, 2024 is as follows:
−Removed: Balance at July 1, 2024
−Removed: Balance at September 30, 2024
+Added: A summary of stock-based compensation award
+Added: activity (shares) during the three months ended March 31, 2025 is as follows:
+Added: Balance at January 1, 2025
( 2,352,511 )
+Added: Stock dividends accrued
+Added: Balance at March 31, 2025
+Added: _____________________________
+Added: (1) Represents the target number of PRSUs granted and outstanding.
+Added: The number of PRSUs that ultimately vest ranges from 0 % to 200 % of this
+Added: A Monte-Carlo simulation was used to value these awards using the following assumptions for the Company and the peer group:
+Added: beginning 90-day average stock prices;
+Added: (ii) valuation date stock prices;
+Added: (iii) historical stock price volatilities ranging from 24.47 %
+Added: to 36.61 % (average 31.38 %);
+Added: (iv) correlation coefficients based upon the price data used to calculate the historical volatilities;
+Added: a risk free interest rate of 4.28 %;
+Added: and (vi) an expected dividend yield of 0.00 %.
+Added: (2) The payout on PRSUs vesting in January 2025 was 200 %.
(3) Includes 103,829 deferred RSUs that have vested.
14 unchanged sentences
5”) (as amended, the “Stockholder Rights Agreement”).
−Removed: At the Company’s
−Removed: 2024 annual meeting of stockholders held on June 12, 2024, the Company’s stockholders ratified the adoption by the Board of Directors
−Removed: of the extension of the Stockholder Rights Agreement.
−Removed: On March 18, 2024, the Company entered into
−Removed: Amendment No.
−Removed: 3, which extended the Stockholder Rights Agreement, such that the Rights will now expire on the close of business on March
−Removed: Amendment No.
−Removed: 3 also changed the definition of “Exercise Price” in the Stockholder Rights Agreement from $ 32.00
−Removed: to $ 45.00 per Unit (as defined below) to account for the difference in share price between when the Stockholder Rights Agreement was originally
−Removed: adopted and when it was extended.
−Removed: Pursuant to the terms of the Stockholder Rights
−Removed: Agreement, the Board of Directors declared a dividend distribution of (i) one Right (as defined below) for each outstanding share of common
−Removed: stock, par value $ 0.01 per share, of the Company’s common stock and (ii) 1,000 Rights for each outstanding share of the Company’s
−Removed: Series A Preferred Stock, to stockholders of record as of the close of business on March 28, 2023 (the “Record Date”).
−Removed: addition, one Right will automatically attach to each share of common stock and 1,000 Rights will automatically attach to each share of
−Removed: Series A Preferred Stock, in each case, issued between the Record Date and the earlier of the Distribution Date (as defined below) and
−Removed: the expiration date of the Rights.
−Removed: Each “Right” entitles the registered holder thereof to purchase from the Company a unit
−Removed: consisting of one ten-thousandth of a share (a “Unit”) of Series B Junior Participating Cumulative Preferred Stock, par value
−Removed: $ 0.01 per share, of the Company (the “Series B Preferred Stock”) at a cash exercise price of $ 45.00 per Unit (the “Exercise
−Removed: Price”), subject to adjustment, under certain conditions specified in the Stockholder Rights Agreement and summarized below.
−Removed: Initially, the Rights are not exercisable and
−Removed: are attached to and trade with all shares of common stock and Series A Preferred Stock outstanding as of, and issued subsequent to, the
−Removed: The Rights will separate from the common stock and Series A Preferred Stock and will become exercisable upon the earlier
−Removed: of (i) the close of business on the tenth calendar day following the first public announcement that a person or group of affiliated or
−Removed: associated persons (an “Acquiring Person”) has acquired beneficial ownership of 10 % (or 20 % in the case of passive stockholders
−Removed: or “13G Investors,” as defined in the Stockholder Rights Agreement) or more of the outstanding shares of common stock, other
−Removed: than as a result of repurchases of stock by the Company or certain inadvertent actions by a stockholder (the date of such announcement
−Removed: being referred to as the “Stock Acquisition Date”), or (ii) the close of business on the tenth business day (or such later
−Removed: day as the Board of Directors may determine) following the commencement of a tender offer or exchange offer that could result upon its
−Removed: consummation in a person or group becoming an Acquiring Person (the earlier of such dates being herein referred to as the “Distribution
−Removed: A person or group who beneficially owned 10% or more (or 20% or more in the case of 13G Investors) of the Company’s
−Removed: outstanding common stock prior to the first public announcement by the Company of the adoption of the Stockholder Rights Agreement will
−Removed: not trigger the Stockholder Rights Agreement so long as they do not acquire beneficial ownership of any additional shares of common stock
−Removed: at a time when they still beneficially own 10% or more (or 20% or more in the case of 13G Investors) of such common stock, subject to
−Removed: certain exceptions as set forth in the Stockholder Rights Agreement.
−Removed: For purposes of the Stockholder Rights Agreement,
−Removed: beneficial ownership is defined to include ownership of securities that are subject to a derivative transaction and acquired derivative
−Removed: Swaps dealers unassociated with any control intent or intent to evade the purposes of the Stockholder Rights Agreement are
−Removed: excepted from such imputed beneficial ownership.
−Removed: Pursuant to Amendment No.
−Removed: 1, beneficial ownership did not include the right to vote pursuant
−Removed: to any agreement, arrangement or understanding with respect to voting on the proposal to approve and ratify the Stockholder Rights Agreement
−Removed: presented to the Company’s stockholders at the Company’s 2023 annual meeting of stockholders.
−Removed: Pursuant to Amendment No.
−Removed: the parties to the SPA Agreement are not deemed to be “Acquiring Persons” solely by virtue of, or as a result of, the parties’
−Removed: entry into the SPA Agreement, the issuance of the Series C Preferred Stock to GBH, and the performance or consummation of any of the other
−Removed: transactions contemplated by the SPA Agreement, among other conditions, under the terms and conditions set forth in Amendment No.
−Removed: to Amendment No.
−Removed: 4, beneficial ownership excludes the right to vote pursuant to any agreement, arrangement or understanding with respect
−Removed: to voting (i) arising solely from a revocable proxy or consent given in response to a public proxy or consent solicitation, or exempt
−Removed: solicitation, made pursuant to a written proxy or consent solicitation statement filed with the SEC and that is not also then reportable
−Removed: on Schedule 13D under the Exchange Act, or (ii) on a proposal to approve and ratify the Stockholder Rights Agreement (as amended from
−Removed: time to time), including any amendment thereto or extension thereof, presented to the Company’s stockholders at any annual or special
−Removed: meeting of the Company’s stockholders (including any adjournments or postponements thereof).
−Removed: Pursuant to Amendment No.
−Removed: 5, the Stockholder
−Removed: Rights Agreement was amended to (a) remove language stating that (i) the Company has the “exclusive” power and authority to
−Removed: administer the Stockholder Rights Agreement and (ii) all actions, calculations, interpretations and determinations necessary or advisable
−Removed: for the administration of the Stockholder Rights Agreement done or made by the Board of Directors of the Company in good faith are final,
−Removed: conclusive and binding on all parties, and (b) provide that nothing in the Stockholder Rights Agreement shall be deemed to limit or eliminate
−Removed: the fiduciary duties of the Board of Directors under applicable law.
−Removed: In the event that a Stock Acquisition Date occurs,
−Removed: proper provision will be made so that each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights
−Removed: shall become null and void) will thereafter have the right to receive upon exercise, in lieu of a number of shares of Series B Preferred
−Removed: Stock, that number of shares of common stock of the Company (or, in certain circumstances, including if there are insufficient shares
−Removed: of common stock to permit the exercise in full of the Rights, Units of Series B Preferred Stock, other securities, cash or property, or
−Removed: any combination of the foregoing) having a market value of two times the Exercise Price of the Right (such right being referred to as
−Removed: the “Subscription Right”).
−Removed: In the event that, at any time following the Stock Acquisition Date, (i) the Company consolidates
−Removed: with, or merges with and into, any other person, and the Company is not the continuing or surviving corporation, (ii) any person consolidates
−Removed: with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in
−Removed: connection with such merger, all or part of the shares of common stock are changed into or exchanged for stock or other securities of
−Removed: any other person or cash or any other property, or (iii) 50 % or more of the Company’s assets or earning power is sold, mortgaged
−Removed: or otherwise transferred, each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become
−Removed: null and void) will thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal
−Removed: to two times the Exercise Price of the Right (such right being referred to as the “Merger Right”).
−Removed: The holder of a Right will
−Removed: continue to have the Merger Right whether or not such holder has exercised the Subscription Right.
−Removed: Rights that are or were beneficially
−Removed: owned by an Acquiring Person may (under certain circumstances specified in the Stockholder Rights Agreement) become null and void.
−Removed: The Rights may be redeemed in whole, but not
−Removed: in part, at a price of $ 0.01 per Right (payable in cash, common stock or other consideration deemed appropriate by the Board of Directors)
−Removed: by the Board of Directors only until the earlier of (i) the time at which any person becomes an Acquiring Person or (ii) the expiration
−Removed: date of the Stockholder Rights Agreement.
−Removed: Immediately upon the action of the Board of Directors ordering redemption of the Rights, the
−Removed: Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.
−Removed: The Stockholder Rights Agreement may be amended
−Removed: by the Board of Directors in its sole discretion at any time prior to the time at which any person becomes an Acquiring Person.
−Removed: such time the Board of Directors may, subject to certain limitations set forth in the Stockholder Rights Agreement, amend the Stockholder
−Removed: Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that
−Removed: do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or its associates or affiliates).
−Removed: Until a Right is exercised, the holder will
−Removed: have no rights as a stockholder of the Company (beyond those as an existing stockholder), including the right to vote or to receive dividends.
−Removed: While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances,
−Removed: recognize taxable income in the event that the Rights become exercisable for shares of common stock, other securities of the Company,
−Removed: other consideration or for common stock of an acquiring company.
−Removed: The Stockholder Rights Agreement provides the
−Removed: holders of the common stock with the ability to exempt an offer to acquire, or engage in another business combination transaction involving,
−Removed: the Company that is deemed a “Qualifying Offer” (as defined in the Stockholder Rights Agreement) from the terms of the Stockholder
−Removed: Rights Agreement.
−Removed: A Qualifying Offer is, in summary, an offer determined by a majority of the independent members of the Board to have
−Removed: specific characteristics that are generally intended to preclude offers that are coercive, abusive or highly contingent.
−Removed: Among those characteristics
−Removed: are that it be:
−Removed: (i) a fully financed all-cash tender offer or an exchange offer offering shares of common stock of the offeror, or a combination
−Removed: thereof, for any and all of the common stock;
−Removed: and (ii) an offer that is otherwise in the best interests of the Company’s stockholders.
−Removed: The Stockholder Rights Agreement provides additional characteristics necessary for an acquisition offer to be deemed a “Qualifying
−Removed: Offer,” including if the consideration offered in a proposed transaction is stock of the acquiror.
−Removed: Pursuant to the Stockholder Rights Agreement,
−Removed: if the Company receives a Qualifying Offer and the Board of Directors has not redeemed the outstanding Rights or exempted such Qualifying
−Removed: Offer from the terms of the Stockholder Rights Agreement or called a special meeting of stockholders (the “Special Meeting”)
−Removed: for the purpose of voting on whether to exempt such Qualifying Offer from the terms of the Stockholder Rights Agreement, in each case
−Removed: by the end of the 90 business day period following the commencement of such Qualifying Offer, provided such offer remains a Qualifying
−Removed: Offer during such period, the holders of 10 % of the common stock may request that the Board call a Special Meeting to vote on a resolution
−Removed: authorizing the exemption of the Qualifying Offer from the terms of the Stockholder Rights Agreement.
−Removed: If such a Special Meeting is not
−Removed: held by the 90th business day following the receipt of such a request from stockholders to call a Special Meeting, the Qualifying Offer
−Removed: will be deemed exempt from the terms of the Stockholder Rights Agreement on the 10th business day thereafter.
+Added: On March 18, 2024,
+Added: the Company entered into Amendment No.
+Added: 3, which extended the expiration date of the Stockholder Rights Agreement to the close of business
+Added: on March 17, 2025.
+Added: At the Company’s 2024 annual meeting of stockholders on June 12, 2024, the Company’s stockholders ratified
+Added: the adoption by the Board of Directors of the extension of the Stockholder Rights Agreement.
+Added: On March 17, 2025, the Stockholder Rights Agreement expired by its
+Added: terms and the associated preferred stock purchase rights to purchase shares of Series B Junior Participating Cumulative Preferred Stock
+Added: of the Company (the “Series B Preferred Stock”) expired.
+Added: Following the expiration of the Stockholder Rights Agreement, on
+Added: March 18, 2025, the Company filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation, as amended (the
+Added: “Charter”), with the Secretary of State of the State of Delaware, eliminating from the Charter all references to the Series
+Added: B Preferred Stock set forth in the Company’s Certificate of Designations with respect to its Series B Preferred Stock.
+Added: of Series B Preferred Stock were outstanding at the time the Certificate of Elimination was filed.
+Added: The Certificate of Elimination became
+Added: effective on March 18, 2025.
Earnings Per Share
The following tables set forth reconciliations
−Removed: of the basic and diluted (loss)/earnings per share computations for the periods presented:
+Added: of the basic and diluted earnings per share computations for the periods presented:
Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
Basic Earnings per Share
−Removed: Net (loss)/income
−Removed: Loss on repurchase of Series A Preferred Stock
Income distributed to participating securities
Undistributed income allocable to participating securities
−Removed: Net (loss)/income available to common stockholders — Basic EPS
+Added: Net income available to common stockholders — Basic EPS
Weighted average common shares (in thousands)
−Removed: Basic (loss)/earnings per share
+Added: Basic earnings per share
Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
Diluted Earnings per Share
−Removed: Net (loss)/income available to common stockholders
+Added: Net income available to common stockholders
Undistributed income allocable to participating securities
Reallocation of undistributed income allocable to participating securities considered potentially dilutive
−Removed: Net (loss)/income available to common stockholders — Diluted EPS
+Added: Net income available to common stockholders — Diluted EPS
Weighted average diluted shares (in thousands):
2 unchanged sentences
Weighted average diluted shares, excluding participating securities (in thousands)
−Removed: Diluted (loss)/earnings per share
−Removed: Diluted (loss)/earnings per share presented
−Removed: above is calculated using the two-class method as this method results in the lowest diluted earnings per share amount for common stock.
−Removed: There were no antidilutive non-participating common stock equivalents for the three months ended September 30, 2024 and 2023 and the nine
−Removed: months ended September 30, 2024.
−Removed: Total antidilutive non-participating common stock equivalents were 2 for the nine months ended September
−Removed: 30, 2023 (shares herein are reported in thousands).
+Added: Diluted earnings per share
+Added: Diluted earnings per share presented above is
+Added: calculated using the two-class method as this method results in the lowest diluted earnings per share amount for common stock.
+Added: Total antidilutive
+Added: non-participating common stock equivalents were 1,025 for the three months ended March 31, 2025 (shares herein are reported in thousands).
+Added: There were no antidilutive non-participating common stock equivalents for the three months ended March 31, 2024.
There were no potential common shares associated
−Removed: with the conversion options embedded in the Convertible Notes included in weighted average diluted shares for the three months ended September
−Removed: 30, 2024 as the Company reported a net loss.
−Removed: There were also no potential common shares during the nine months ended September 30, 2024
−Removed: and the three and nine months ended September, 30, 2023 as the Company’s average stock price was lower than the conversion price.
−Removed: The following table reconciles weighted average
−Removed: diluted shares as reported on the Company’s Consolidated Statements of Operations for the three and nine months ended September
−Removed: 30, 2024 and 2023, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate
−Removed: diluted (loss)/earnings per share as disclosed in the table above:
+Added: with the conversion options embedded in the Convertible Notes included in weighted average diluted shares for the three months ended March
+Added: 31, 2025 and 2024 as the Company’s average stock price was lower than the conversion price.
+Added: The following table reconciles weighted average diluted shares as reported on the
+Added: Company’s Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024, which are determined pursuant
+Added: to the treasury stock method, to the weighted average diluted shares used to calculate diluted earnings per share as disclosed in the
Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
Reconciliation of Weighted Average Diluted Shares (in thousands)
1 unchanged sentence
Participating securities:
−Removed: Weighted average shares of common stock issuable upon conversion of the Series A Preferred Stock (Note 11)
−Removed: Weighted average shares of common stock issuable upon conversion of the Series C Preferred Stock (Note 9)
+Added: Weighted average shares of common stock issuable upon conversion of the Series A Preferred Stock
Potentially dilutive restricted stock awards
Weighted average diluted shares used to calculate diluted earnings per share as disclosed in the table above
−Removed: _______________________________________
−Removed: (1) Excludes 7,540 participating securities and 5,276 potentially dilutive non-participating common stock equivalents for the three months
−Removed: ended September 30, 2024, as the Company reported a net loss for the period (shares herein are reported in thousands).
−Removed: Effective Income Tax Rate – Three and Nine Months Ended
−Removed: September 30, 2024
−Removed: The Company’s effective income tax rate
−Removed: during the three months ended September 30, 2024 was 216.0 %, resulting in income tax expense of $ 8,351 .
−Removed: The effective income tax rate
−Removed: differs from the federal statutory tax rate of 21 % primarily due to non-deductible loss on extinguishment of convertible notes, a non-deductible
−Removed: civil money penalty of $ 4,000 relating to the SEC ESG Settlement and non-deductible executive compensation.
−Removed: These items were partly offset
−Removed: by a lower tax rate on foreign earnings.
−Removed: The Company’s effective income tax rate
−Removed: during the nine months ended September 30, 2024 was 35.6 % resulting in income tax expense of $ 21,819 .
−Removed: The effective income tax rate differs
−Removed: from the federal statutory tax rate of 21 % primarily due to non-deductible loss on extinguishment of convertible notes, a non-deductible
−Removed: civil money penalty of $ 4,000 relating to the SEC ESG Settlement and non-deductible executive compensation.
−Removed: These items were partly offset
−Removed: by a lower tax rate on foreign earnings.
−Removed: Effective Income Tax Rate – Three and Nine Months Ended
−Removed: September 30, 2023
+Added: Effective Income Tax Rate – Three Months Ended March
The Company’s effective income tax rate
−Removed: during the three months ended September 30, 2023 was 31.0 %, resulting in income tax expense of $ 5,836 .
+Added: during the three months ended March 31, 2025 was 18.9 %, resulting in income tax expense of $ 5,739 .
The effective income tax rate differs
−Removed: from the federal statutory tax rate of 21 % primarily due to an increase in the deferred tax asset valuation allowance on losses recognized
−Removed: on the Company’s investments and non-deductible executive compensation.
+Added: from the federal statutory tax rate of 21 % primarily due to tax windfalls associated with the vesting of stock-based compensation awards
+Added: and a lower tax rate on foreign earnings.
+Added: These items were partly offset by state and local income taxes.
+Added: Effective Income Tax Rate – Three Months Ended March
The Company’s effective income tax rate
−Removed: during the nine months ended September 30, 2023 was 11.4 %, resulting in income tax expense of $ 10,774 .
+Added: during the three months ended March 31, 2024 was 20.5 %, resulting in income tax expense of $ 5,701 .
The effective income tax rate differs
−Removed: from the federal statutory tax rate of 21 % primarily due to a non-taxable gain on revaluation/termination of deferred consideration—gold
−Removed: payments, a $ 1,353 reduction in unrecognized tax benefits (including interest and penalties) and a lower tax rate on foreign earnings.
−Removed: These items were partly offset by a non-deductible loss on extinguishment of our convertible notes, an increase in the deferred tax asset
−Removed: valuation allowance on losses recognized on our investments and non-deductible executive compensation.
+Added: from the federal statutory tax rate of 21 % primarily due to the decrease in the deferred tax asset valuation allowance on losses recognized
+Added: on the Company’s financial instruments owned, tax windfalls associated with the vesting of stock-based compensation awards and a
+Added: lower tax rate on foreign earnings.
+Added: These items were partly offset by state and local income taxes.
+Added: Income Tax Payments
+Added: Disclosed below is a summary of income taxes
+Added: paid by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the three months ended March 31, 2025:
+Added: March 31, 2025
+Added: United States - Federal
+Added: United States - State and local
+Added: United Kingdom
Deferred Tax Assets
A summary of the components of the Company’s
−Removed: deferred tax assets at September 30, 2024 and December 31, 2023 is as follows:
−Removed: September 30,
+Added: deferred tax assets at March 31, 2025 and December 31, 2024 is as follows:
Deferred tax assets:
2 unchanged sentences
Stock-based compensation
+Added: Interest carryforward.
Goodwill and intangible assets
Software capitalization
−Removed: Operating lease liabilities
−Removed: Unrealized losses
Foreign currency translation adjustment
−Removed: Total deferred tax assets
+Added: Operating lease liabilities
+Added: Deferred tax assets
Deferred tax liabilities:
−Removed: Unrealized gains
+Added: Unremitted earnings—European subsidiaries
Fixed assets and prepaid assets
−Removed: Foreign currency translation adjustment
+Added: Unrealized gains
Right of use assets—operating leases
−Removed: Unremitted earnings—European subsidiaries
−Removed: Total deferred tax liabilities:
+Added: Deferred tax liabilities
Total deferred tax assets less deferred tax liabilities
3 unchanged sentences
The Company’s tax effected capital losses
−Removed: at September 30, 2024 were $ 22,825 .
+Added: at March 31, 2025 were $ 18,563 .
These capital losses expire between the years 2025 and 2030.
+Added: During the three months ended March 31, 2025,
+Added: tax effected capital losses in the amount of $ 3,460 expired.
Net Operating Losses – Europe
2 unchanged sentences
These tax effected NOLs, all of which are carried forward indefinitely,
−Removed: were $ 1,261 at September 30, 2024.
+Added: were $ 998 at March 31, 2025.
Valuation Allowance
The Company’s valuation allowance has
−Removed: been established on its net capital losses, as it is more-likely-than-not that these deferred tax assets will not be realized.
+Added: been established on its net capital losses (net of unrealized gains), as it is more-likely-than-not that these deferred tax assets will
+Added: not be realized.
Income Tax Examinations
2 unchanged sentences
tax as well as income tax of multiple state, local and certain foreign jurisdictions.
−Removed: As of September 30, 2024, with few exceptions, the
−Removed: Company was no longer subject to income tax examinations by any taxing authority for the years before 2019.
+Added: As of March 31, 2025, with few exceptions, the Company
+Added: was no longer subject to income tax examinations by any taxing authority for the years before 2020.
+Added: Uncertain Tax Positions
+Added: There were no unrecognized tax benefits at March
+Added: 31, 2025 and December 31, 2024.
Undistributed Earnings of Foreign Subsidiaries
−Removed: ASC 740-30 Income Taxes provides guidance that
+Added: ASC 740-30, Income Taxes , provides guidance
companies do not need to recognize tax effects on foreign earnings that are indefinitely reinvested.
−Removed: The Company repatriates earnings
−Removed: of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 80 and $ 186 at September 30, 2024 and December 31,
+Added: The Company repatriates
+Added: earnings of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 109 and $ 92 at March 31, 2025 and December
31, 2024, respectively.
3 unchanged sentences
years through April 27, 2025 .
−Removed: Included under the Company’s share repurchase program are purchases to offset future equity grants
−Removed: made under the Company’s equity plans and purchases made in open market or privately negotiated transactions.
−Removed: This authority may
−Removed: be exercised from time to time, subject to regulatory considerations.
−Removed: The timing and actual number of shares repurchased will depend on
−Removed: a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements
−Removed: and priorities.
−Removed: The repurchase program may be suspended or terminated at any time without prior notice.
−Removed: Shares repurchased under this
−Removed: program are returned to the status of authorized and unissued on the Company’s books and records.
−Removed: The Company repurchased 5,704,023 and 6,800,301
−Removed: shares, respectively, of its common stock under this program during the three and nine months ended September 30, 2024 and 4,566 and 635,653
−Removed: shares, respectively, during the comparable periods in 2023.
−Removed: The aggregate cost of the shares repurchased during the three and nine months
−Removed: ended September 30, 2024 was $ 55,050 and $ 62,870 , respectively, and the aggregate cost of the shares repurchased during the comparable
−Removed: periods in 2023 was $ 30 and $ 3,570 , respectively.
−Removed: Shares repurchased under this program were returned to the status of authorized and
−Removed: unissued on the Company’s books and records.
−Removed: As of September 30, 2024, $ 33,535 remained under
+Added: On February 24, 2025, the Company’s Board of Directors approved another increase of $ 129,158 to the
+Added: repurchase program, bringing the total authorization to $ 150,000 , and extended the program’s term for another three years through
+Added: April 27, 2028.
+Added: Included under the Company’s share repurchase program are purchases to offset future equity grants made under the
+Added: Company’s equity plans and purchases made in open market or privately negotiated transactions.
+Added: This authority may be exercised from
+Added: time to time, subject to regulatory considerations.
+Added: The timing and actual number of shares repurchased will depend on a variety of factors
+Added: including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities.
+Added: repurchase program may be suspended or terminated at any time without prior notice.
+Added: Shares repurchased under this program are returned
+Added: to the status of authorized and unissued on the Company’s books and records.
+Added: During the three months ended March 31, 2025
+Added: and 2024, the Company repurchased 1,282,498 and 1,096,278 shares of its common stock under this program for an aggregate cost of $ 12,714
+Added: and $ 7,820 , respectively.
+Added: Shares repurchased under this program were returned to the status of authorized and unissued on the Company’s
+Added: books and records.
+Added: As of March 31, 2025, $ 149,980 remained under
this program for future purchases.
3 unchanged sentences
Balance at January 1, 2025
−Removed: Balance at September 30, 2024
−Removed: Of the total goodwill of $ 86,841 at September
+Added: Balance at March 31, 2025
+Added: Of the total goodwill of $ 86,841 at March 31,
2025, $ 85,042 is not deductible for tax purposes as the acquisitions that gave rise to the goodwill were structured as stock acquisitions.
4 unchanged sentences
intangible assets which are tested annually for impairment on November 30 th :
−Removed: Balance at September 30, 2024
+Added: Balance at March 31, 2025
ETFS Acquisition
Software development
−Removed: Balance at September 30, 2024
+Added: Balance at March 31, 2025
Balance at December 31, 2024
10 unchanged sentences
a useful life of three years .
−Removed: The Company recognized amortization expense on internally-developed software of $ 384 and $ 1,070 , respectively,
−Removed: during the three and nine months ended September 30, 2024 and $ 249 and $ 355 , respectively, during the comparable periods in 2023.
−Removed: As of September 30, 2024, expected amortization
+Added: During the three months ended March 31, 2025 and 2024, the Company recognized amortization expense on internally-developed
+Added: software of $ 439 and $ 327 , respectively.
+Added: As of March 31, 2025, expected amortization
expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows:
4 unchanged sentences
the finite-lived intangible assets is 2.3 years.
−Removed: Contingent Payments
−Removed: Sale of Canadian ETF Business
−Removed: During the three and nine months ended September
−Removed: 30, 2023, the Company recognized a gain of $ 0 and $ 1,477 , respectively, from remeasuring a contingent payment to its realizable value.
−Removed: This gain was recorded in other losses, net.
−Removed: During the three and nine months ending September,
−Removed: 30, 2023, the Company recognized an impairment of $ 2,391 and $ 7,291 , respectively, on its investment in Securrency, Inc.
−Removed: to reduce the
−Removed: carrying value of its investment to fair value.
−Removed: During the three and nine months ended September
−Removed: 30, 2023, the Company recognized an impairment of $ 312 on its other investments.
Segment Information
−Removed: The Company, through its subsidiaries in the
−Removed: and Europe, is a global financial innovator, offering a well-diversified suite of ETPs, models, solutions and products leveraging
−Removed: blockchain technology.
−Removed: The Company conducts business as a single operating segment as an ETP sponsor and asset manager, which is based
−Removed: upon the Company’s current organizational and management structure, as well as information used by the CODM to allocate resources
−Removed: and other factors.
−Removed: The accounting policies of the segment are the same as those described in Note 2.
+Added: The Company, through its subsidiaries in
+Added: and Europe, offers a diverse suite of ETPs, models, solutions and products
+Added: leveraging blockchain technology.
+Added: The Company conducts business as a single operating segment as an ETP sponsor and asset manager,
+Added: which is based upon the Company’s current organizational and management structure, as well as information used by the CODM to
+Added: allocate resources and assess performance and other factors.
+Added: The accounting policies of the segment are the same as those described
The key measures of segment profit or loss that
6 unchanged sentences
Three Months Ended
−Removed: September 30,
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: Net (loss)/income
Adjusted Operating Income Margin
Operating revenues
−Removed: Legal expenses expected to be covered by insurance
+Added: Legal expenses covered by insurance
Operating revenues, as adjusted
5 unchanged sentences
Expenses incurred in response to an activist
−Removed: campaign for the nine months ended September 30, 2024 and 2023 include $ 4,857 and $ 5,733 , respectively, of professional fees, and $ 109
−Removed: and $ 147 , respectively, of other expenses.
+Added: campaign for the three months ended March 31, 2024 include $ 695 of professional fees.
All expense categories on the Consolidated Statements
13 unchanged sentences
The Company evaluated subsequent events through
−Removed: the date of issuance of the accompanying consolidated financial statements.
+Added: the date of issuance of the consolidated financial statements.
There were no events requiring disclosure.
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.