What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-09 · 306 added, 208 removed, 1034 unchanged (33% of the section changed)

5 unchanged sentences

Current assets:

Cash, cash equivalents and restricted cash (including $ 11,282 invested in the WisdomTree

Government Money Market Digital Fund at March 31, 2025 and December 31, 2024) (Note 3)

Financial instruments owned, at fair value (including $ 78,590 and $ 78,540 invested

in WisdomTree products at March 31, 2025 and December 31, 2024, respectively) (Note 5)

Accounts receivable (including $ 35,440 and $ 34,959 due from related parties at March 31, 2025 and December 31, 2024, respectively)

Cash, cash equivalents and restricted cash (including $ 16,326 invested in the WisdomTree Government Money Market Digital Fund at June 30, 2025 and December 31, 2024) (Note 3)

Financial instruments owned, at fair value (including $ 90,886 and $ 78,540 invested in WisdomTree products at June 30, 2025 and December 31, 2024, respectively) (Note 5)

Accounts receivable (including $ 37,410 and $ 34,959 due from related parties at June 30, 2025 and December 31, 2024, respectively)

Income taxes receivable

16 unchanged sentences

Operating lease liabilities (Note 10)

Convertible notes—current (Note 8)

Accounts payable and other liabilities

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issued and outstanding:

147,034 and 146,102 at March 31, 2025 and December 31, 2024, respectively

147,061 and 146,102 at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

10 unchanged sentences

Three Months Ended

Six Months Ended

Operating Revenues:

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Third-party distribution fees

Acquisition-related costs

Total operating expenses

3 unchanged sentences

Interest income

Other losses and gains, net

Other gains and losses, net

Income before income taxes

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Three Months Ended

Six Months Ended

Other comprehensive income/(loss)

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(In Thousands)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Comprehensive

Balance—April 1, 2025

Restricted stock issued and vesting of restricted stock units, net

Stock-based compensation

Other comprehensive income

Balance—June 30, 2025

Three Months Ended June 30, 2024

Comprehensive

Balance—April 1, 2024

Restricted stock issued and vesting of restricted stock units, net

Stock-based compensation

Other comprehensive loss

Balance—June 30, 2024

The accompanying notes are an integral part

of these consolidated financial statements.

WisdomTree, Inc.

and Subsidiaries

Consolidated Statements of Changes in Stockholders’

(In Thousands)

Six Months Ended June 30, 2025

Comprehensive

(Loss)/Income

Balance—January 1, 2025

3 unchanged sentences

Other comprehensive income

Balance—March 31, 2025

Three Months Ended March 31, 2024

Balance—June 30, 2025

Six Months Ended June 30, 2024

Comprehensive

4 unchanged sentences

Other comprehensive loss

Balance—March 31, 2024

Balance—June 30, 2024

The accompanying notes are an integral part

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(In Thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

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

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

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

4 unchanged sentences

Imputed interest on payable to GBH

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

(Gains)/losses on investments

Gains on financial instruments owned, at fair value

Amortization of right of use asset

Gains on investments

Changes in operating assets and liabilities:

Accounts receivable

Income taxes receivable/payable

Income taxes payable

Prepaid expenses

4 unchanged sentences

Accounts payable and other liabilities

Net cash provided by/(used in) operating activities

Net cash provided by operating activities

Cash flows from investing activities:

Purchase of financial instruments owned, at fair value

Purchase of investments

Cash paid—software development

1 unchanged sentence

Proceeds from the sale of financial instruments owned, at fair value

Net cash (used in)/provided by investing activities

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

Proceeds from the exit from investment in Securrency, Inc.

Net cash used in investing activities

Cash flows from financing activities:

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

Net decrease in cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash—beginning of year

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Organization and Description of Business

WisdomTree, Inc., through its

subsidiaries in the U.S.

and Europe (collectively, “WisdomTree” or the “Company”), is a global financial

innovator, offering a diverse suite of exchange-traded products (“ETPs”), models, solutions and products leveraging

blockchain technology.

Building on its heritage of innovation, the Company has introduced next-generation digital products and

services, including blockchain-enabled mutual funds (“Digital Funds”) and tokenized assets, as well as its

blockchain-native digital wallet, WisdomTree Prime, and institutional platform, WisdomTree Connect.

The Company has the following

wholly-owned operating subsidiaries:

WisdomTree, Inc., through its subsidiaries in

and Europe (collectively, “WisdomTree” or the “Company”), is a global financial innovator, offering a

diverse suite of exchange-traded products (“ETPs”), models, solutions, as well as digital asset-related products.

on its heritage of innovation, the Company offers next-generation digital products and services related to tokenized real world assets

and stablecoins, including blockchain-enabled mutual funds (“Digital Funds”), as well as its blockchain-native digital wallet,

WisdomTree Prime, and institutional platform, WisdomTree Connect.

The Company has the following wholly-owned operating subsidiaries:

● WisdomTree Asset Management, Inc.

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interest method and includes amortization of issuance costs over the life of the debt.

Acquisition-related Costs

The Company accounts for business combinations

in accordance with ASC 805, Business Combinations , with acquisitions recorded using the acquisition method.

Transaction costs associated

with acquisitions are expensed as incurred.

Contingencies

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The Global Intangible Low-Taxed Income (“GILTI”)

provisions of the Tax Reform Act requires the Company to include in its U.S.

income tax return foreign subsidiary earnings in excess of

an allowable return on the foreign subsidiary’s tangible assets.

An accounting policy election is available to either account for

the tax effects of GILTI in the period that is subject to such taxes or to provide deferred taxes for book and tax basis differences that

provisions of current tax law requires the Company to include in its U.S.

income tax return foreign subsidiary earnings in excess of an

allowable return on the foreign subsidiary’s tangible assets.

An accounting policy election is available to either account for the

tax effects of GILTI in the period that is subject to such taxes or to provide deferred taxes for book and tax basis differences that

upon reversal may be subject to such taxes.

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Of the total cash, cash equivalents and restricted

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

cash of $ 193,673 and $ 181,191 at June 30, 2025 and December 31, 2024, respectively, $ 180,012 and $ 155,871 were held at three financial

institutions.

At March 31, 2025 and December 31, 2024, cash equivalents were approximately $ 90,896 and $ 48,336 , respectively.

At June 30, 2025 and December 31, 2024, cash equivalents were approximately $ 114,140 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 $ 37,407 and $ 39,423 at

March 31, 2025 and December 31, 2024, respectively.

Of these amounts, $ 13,499 and $ 13,403 , at March 31, 2025 and December 31, 2024, respectively,

June 30, 2025 and December 31, 2024, respectively.

Of these amounts, $ 14,289 and $ 13,403 , at June 30, 2025 and December 31, 2024, respectively,

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

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

During the three months ended March 31, 2025 and 2024, there were

no transfers between Levels 2 and 3.

March 31, 2025

During the three and six months ended June 30, 2025 and 2024, there

were no transfers between Levels 2 and 3.

June 30, 2025

Recurring fair value measurements:

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Non-recurring fair value measurements:

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

Fnality International Limited—Series B-1 Preference Shares 0F0F (1)

_____________________________

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Cash Equivalents (Note 3) – These

financial assets represent cash invested in highly liquid investments with original maturities of less than 90 days.

These investments

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

financial assets represent cash invested in highly liquid investments with original maturities of less than 90 days, as well as institutional

money market funds that invest in short-term, high-quality U.S.

Treasury and government agency securities and aim to maintain a stable

$ 1.00 net asset value per share.

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

in the fair value hierarchy.

Financial instruments owned (Note 5)

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Three Months Ended

Other Investments:

Six Months Ended

Investments in Convertible Notes (Note 6)

Beginning balance

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Ending balance

_____________________________

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

Financial instruments owned

3 unchanged sentences

Other assets—seed capital (WisdomTree Digital Funds)

The Company recognized net trading gains on

financial instruments owned that were still held at the reporting dates of $ 545 and $ 1,904 during the three months ended March 31, 2025

and 2024, respectively, which were recorded in other losses and gains, net, in the Consolidated Statements of Operations.

The Company recognized net trading gains/(losses)

on financial instruments owned that were still held at the reporting dates of $ 1,110 and $ 503 , respectively, during the three and six

months ended June 30, 2025, and ($ 67 ) and $ 1,837 , respectively, during the comparable periods in 2024, which were recorded in other gains

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

The following is a summary of the Company’s

March 31, 2025

June 30, 2025

December 31, 2024

2 unchanged sentences

Fnality International Limited—Series B-1 Preference Shares

Quorus Inc.—Series Seed-1 Preferred Stock

Other investments

1 unchanged sentence

The Company owns approximately 5.4 % (or 4.7 %

4.7 % on a fully-diluted basis) of capital stock of Fnality International Limited (“Fnality”), a company incorporated

in England and Wales and focused on creating a peer-to-peer digital wholesale settlement ecosystem comprised of a consortium of

financial institutions, offering real time cross-border payments from a single pool of liquidity.

The Company’s ownership

interest is represented by 2,340,378 Series B-1 Preference Shares, resulting from the conversion of its investment of

£ 6,000 ($ 8,091 ) in convertible notes upon Fnality’s qualified equity financing which occurred in October 2023.

The Series B-1 Preference Shares carry a 1.0x liquidation preference, are convertible into ordinary shares at

the option of the Company and contain various rights and protections.

on a fully-diluted basis) of capital stock of Fnality International Limited (“Fnality”), a company incorporated in England

and Wales and focused on creating a peer-to-peer digital wholesale settlement ecosystem comprised of a consortium of financial institutions,

offering real time cross-border payments from a single pool of liquidity.

The Company’s ownership interest is represented by 2,340,378

Series B-1 Preference Shares, resulting from the conversion of its investment of £ 6,000 ($ 8,091 ) in convertible notes upon

Fnality’s qualified equity financing which occurred in October 2023.

The Series B-1 Preference Shares carry a 1.0x liquidation preference,

are convertible into ordinary shares at the option of the Company and contain various rights and protections.

This investment is accounted for under the measurement

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

This investment was

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

Preference Shares, which occurred in June 2024.

Fair value was determined using the backsolve method, a valuation approach that determines

the value of shares for companies with complex capital structures based upon the price paid for shares recently issued.

Fair value was

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

The table below presents the inputs used in the backsolve

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

During the three months

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

net on the Consolidated Statements of Operations.

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

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

Fair value was determined

using the backsolve method, a valuation approach that determines the value of shares for companies with complex capital structures based

upon the price paid for shares recently issued.

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

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

Expected volatility 60 %

2 unchanged sentences

Net unrealized gains/(losses) recognized on

this investment were $ 247 and ($ 78 ) during the three months ended March 31, 2025 and 2024, respectively, inclusive of changes in the British

pound to U.S.

this investment were $ 511 and $ 758 , respectively, during the three and six months ended June 30, 2025 and ($ 78 ) and ($ 1,396 ), respectively,

during the comparable periods in 2024, inclusive of changes in the British pound to U.S.

dollar exchange rate.

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

These results are recorded

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

There was no impairment recognized on this investment

during the three months ended March 31, 2025 based upon a qualitative assessment.

during the three and six months ended June 30, 2025 based upon a qualitative assessment.

In June 2025, the Company made a $ 4,000 strategic

investment in Quorus Inc.

(“Quorus”), a company focused on empowering asset managers and financial advisors with innovative

solutions for custom portfolio management.

In consideration of its investment, the Company received 3,798,562 shares of Series Seed-1

Preferred Stock representing approximately 23.8 % ownership of Quorus (or 20.4 % on a fully diluted basis).

The shares of Series Seed-1

Preferred Stock are convertible into common stock at the option of the Company and contain various rights and protections, including non-cumulative

dividend rights that participate on an as-converted, pari passu basis with the common stock, only payable if and when declared by the

board of directors of Quorus, and a 1.0x non-participating liquidation preference that is senior to all other holders of capital stock

This investment is accounted for under the measurement

alternative prescribed in ASC 321, as it does not have a readily determinable fair value and is otherwise not subject to the equity method

of accounting.

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

There was no impairment

recognized on this investment during the three and six months ended June 30, 2025 based upon a qualitative assessment.

Other Investments

1 unchanged sentence

investment of $ 674 .

During the three months ended March 31, 2025, the Company recognized an unrealized gain of $ 68 , recorded in other

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

During the three and six months ended June 30, 2025, the Company recognized an unrealized gain of $ 95 and $ 163 , respectively,

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

Fixed Assets, Net

3 unchanged sentences

The Company has the following convertible notes

outstanding as of March 31, 2025:

outstanding as of June 30, 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

indentures dated as of the issuance dates between the Company and U.S Bank Trust Company, National Association, as trustee (either initially

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

Bank Trust Company, National Association, as trustee (either initially

or as successor to U.S.

1 unchanged sentence

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

As of March 31, 2025, the Company had an aggregate

As of June 30, 2025, the Company had an aggregate

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

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The following table provides a summary of the

Convertible Notes at March 31, 2025 and December 31, 2024:

March 31, 2025

Convertible Notes at June 30, 2025 and December 31, 2024:

June 30, 2025

December 31, 2024

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

Interest expense on the Convertible Notes during

the three months ended March 31, 2025 and 2024 was $ 4,986 and $ 3,462 , respectively.

Interest payable of $ 3,058 and $ 5,107 at March 31,

2025 and December 31, 2024, respectively, is included in accounts payable and other liabilities on the Consolidated Balance Sheets.

Interest expense on the Convertible Notes was

$ 5,022 and $ 10,008 , respectively, during the three and six months ended June 30, 2025 and $ 3,463 and $ 6,926 , respectively, during the

comparable periods in 2024.

Interest payable of $ 5,014 and $ 5,107 at June 30, 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

as Level 2 in the fair value hierarchy) was $ 531,340 and $ 571,031 at March 31, 2025 and December 31, 2024, respectively.

as Level 2 in the fair value hierarchy) was $ 600,359 and $ 571,031 , respectively, at June 30, 2025 and December 31, 2024.

The if-converted

value of the Convertible Notes did not exceed the principal amount at March 31, 2025.

The if-converted value of the 2028 Notes was $ 28,446

at December 31, 2024.

value of the 2026 Notes and the 2028 Notes was $ 156,386 and $ 31,182 , respectively, at June 30, 2025.

The if-converted value of the 2029

Notes did not exceed the principal amount at June 30, 2025.

The if-converted value of the 2028 Notes was $ 28,446 at December 31, 2024.

The if-converted value of the 2026 Notes and the 2029 Notes did not exceed the principal amount at December 31, 2024.

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

Interest expense recognized during the three

months ended March 31, 2025 and 2024 was $ 455 and $ 666 , respectively, and is included as a component of total interest expense recognized

on the Consolidated Statements of Operations.

Interest expense recognized was $ 468 and $ 923 ,

respectively, during the three and six months ended June 30, 2025 and $ 677 and $ 1,342 , respectively, during the comparable periods in

2024 and is included as a component of total interest expense recognized on the Consolidated Statements of Operations.

The Company has entered into operating leases

4 unchanged sentences

Three Months Ended

Six Months Ended

2025 2024 2025 2024

Operating lease cost $ 337 $ 323 $ 662 $ 647

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The following table discloses future minimum

lease payments at March 31, 2025 with respect to the Company’s operating lease liabilities:

lease payments at June 30, 2025 with respect to the Company’s operating lease liabilities:

Remainder of 2025

2 unchanged sentences

The following table reconciles the future minimum

lease payments (disclosed above) at March 31, 2025 to the operating lease liabilities recognized in the Company’s Consolidated Balance

lease payments (disclosed above) at June 30, 2025 to the operating lease liabilities recognized in the Company’s Consolidated Balance

Amounts recognized in the Company’s Consolidated Balance Sheets

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terminated by the swap provider, which resulted in the compulsory redemption of 3OIL, all in accordance with the prospectus.

Since February 2022, six of the eight actions

have been resolved in the Company’s favor, of which three have been appealed.

Since February 2022, seven of the eight actions

have been resolved in the Company’s favor, of which two have been appealed.

Total damages sought by all investors related to the

remaining open and appealed claims were approximately € 17,850 ($ 19,330 ) at March 31, 2025, of which € 15,240 ($ 16,510 ) relates

to three appealed claims.

remaining open and appealed claims were approximately € 15,270 ($ 17,900 ) at June 30, 2025.

Additionally, in July 2023, WT Ireland received

1 unchanged sentence

closure of 3OIL.

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

A writ of summons has not been served.

The Company continues to assess the open and

2 unchanged sentences

insurance policies, less a $ 500 deductible.

An accrual has not been made with respect to these matters at March 31, 2025 and December

An accrual has not been made with respect to these matters at June 30, 2025 and December 31,

Variable Interest Entities

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Carrying Amount — Assets:

Fnality Series B-1 Preference Shares (Note 6)

Fnality International Limited—Series B-1 Preference Shares

Other investments

4 unchanged sentences

Three Months Ended

Six Months Ended

Revenues from contracts with customers:

Advisory fees

Other revenues

Total operating revenues

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Three Months Ended

Six Months Ended

Revenues from contracts with customers:

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Three Months Ended

Six Months Ended

Advisory services provided to WTT

3 unchanged sentences

The Company also has investments in certain

WisdomTree products of $ 89,872 and $ 89,822 at March 31, 2025 and December 31, 2024, respectively.

WisdomTree products of $ 107,212 and $ 89,822 , respectively, at June 30, 2025 and December 31, 2024.

This includes $ 5,251 and $ 5,232 , respectively,

of seed investments in certain consolidated affiliated Digital Funds advised by WT Digital Management, referred to herein as “other

assets–seed capital.” As of March 31, 2025, the Company has also invested an additional $ 6,050 in the WisdomTree Government

Money Market Digital Fund.

Net unrealized and realized gains related to

trading WisdomTree products were $ 647 and $ 1,945 , respectively, during the three months ended March 31, 2025 and 2024.

Such gains are

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

of seed investments in the WisdomTree Government Money Market Digital Fund, as well as $ 16,608 and $ 15,616 , respectively, of seed investments

in certain consolidated affiliated Digital Funds advised by WT Digital Management (referred to herein as “other assets–seed

capital”) at June 30, 2025 and December 31, 2024.

The Company has also invested an additional $ 11,075 and $ 6,050 , respectively,

in the WisdomTree Government Money Market Digital Fund at June 30, 2025 and December 31, 2024.

Net unrealized and realized gains/(losses) related

to trading WisdomTree products were $ 1,290 and $ 785 , respectively, during the three and six months ended June 30, 2025 and ($ 161 ) and

$ 1,784 , respectively, during the comparable periods in 2024.

Such gains and losses are recorded in other gains and losses, net on the

Consolidated Statements of Operations.

Stock-Based Awards

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relative TSR is above the 25 th percentile, then linear scaling is applied such that the percent of the target number of PRSUs

vesting is 100% at the 50 th percentile and capped at 200% of the target number of PRSUs granted

for performance at the 85 th

vesting is 100% at the 50 th percentile and capped at 200% of the target number of PRSUs granted for performance at the 85 th

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

Stock-based compensation expense was $ 5,527

and $ 5,163 , respectively, during the three months ended March 31, 2025 and 2024.

and $ 11,765 , respectively, during the three and six months ended June 30, 2025 and $ 5,592 and $ 10,755 , respectively, during the comparable

periods in 2024.

A summary of unrecognized stock-based compensation

expense and average remaining vesting period is as follows:

March 31, 2025

June 30, 2025

Weighted-Average

3 unchanged sentences

A summary of stock-based compensation award

activity (shares) during the three months ended March 31, 2025 is as follows:

Balance at January 1, 2025

( 2,352,511 )

activity (shares) during the three months ended June 30, 2025 is as follows:

Balance at April 1, 2025

Stock dividends accrued

Balance at March 31, 2025

Balance at June 30, 2025

_____________________________

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

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

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

beginning 90-day average stock prices;

(ii) valuation date stock prices;

(iii) historical stock price volatilities ranging from 24.47 %

to 36.61 % (average 31.38 %);

(iv) correlation coefficients based upon the price data used to calculate the historical volatilities;

a risk free interest rate of 4.28 %;

and (vi) an expected dividend yield of 0.00 %.

(2) The payout on PRSUs vesting in January 2025 was 200 %.

(1) Includes 145,251 deferred RSUs that have vested.

Stockholder Rights Plan

On March 17, 2023, the Board of Directors of

the Company adopted a stockholder rights plan, as set forth in the Stockholder Rights Agreement, dated March 17, 2023, between the Company

and Continental Stock Transfer & Trust Company, as Rights Agent, as amended by Amendment No.

1 thereto, dated May 4, 2023 (“Amendment

1”), Amendment No.

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

2”), Amendment No.

3 thereto, dated March 18, 2024

(“Amendment No.

3”), Amendment No.

4 thereto, dated March 25, 2024 (“Amendment No.

4”), and Amendment No.

dated April 30, 2024 (“Amendment No.

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

On March 18, 2024,

the Company entered into Amendment No.

3, which extended the expiration date of the Stockholder Rights Agreement to the close of business

on March 17, 2025.

At the Company’s 2024 annual meeting of stockholders on June 12, 2024, the Company’s stockholders ratified

the adoption by the Board of Directors of the extension of the Stockholder Rights Agreement.

On March 17, 2025, the Stockholder Rights Agreement expired by its

terms and the associated preferred stock purchase rights to purchase shares of Series B Junior Participating Cumulative Preferred Stock

of the Company (the “Series B Preferred Stock”) expired.

Following the expiration of the Stockholder Rights Agreement, on

March 18, 2025, the Company filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation, as amended (the

“Charter”), with the Secretary of State of the State of Delaware, eliminating from the Charter all references to the Series

B Preferred Stock set forth in the Company’s Certificate of Designations with respect to its Series B Preferred Stock.

of Series B Preferred Stock were outstanding at the time the Certificate of Elimination was filed.

The Certificate of Elimination became

effective on March 18, 2025.

Earnings Per Share

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Three Months Ended

Six Months Ended

Basic Earnings per Share

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Three Months Ended

Six Months Ended

Diluted Earnings per Share

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Total antidilutive

non-participating common stock equivalents were 1,025 for the three months ended March 31, 2025 (shares herein are reported in thousands).

There were no antidilutive non-participating common stock equivalents for the three months ended March 31, 2024.

non-participating common stock equivalents were 190 and 160 , respectively, for the three and six months ended June 30, 2025 and 6 and

8 , respectively, for the comparable periods in 2024 (shares herein are reported in thousands).

There were no potential common shares associated

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

31, 2025 and 2024 as the Company’s average stock price was lower than the conversion price.

The following table reconciles weighted average diluted shares as reported on the

Company’s Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024, which are determined pursuant

to the treasury stock method, to the weighted average diluted shares used to calculate diluted earnings per share as disclosed in the

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

ended June 30, 2025 and 2024 as the Company’s average stock price was lower than the conversion price.

The following table reconciles weighted average

diluted shares as reported on the Company’s Consolidated Statements of Operations for the three and six months ended June 30, 2025

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

earnings per share as disclosed in the table above:

Three Months Ended

Six Months Ended

Reconciliation of Weighted Average Diluted Shares (in thousands)

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

Effective Income Tax Rate – Three Months Ended March

Effective Income Tax Rate – Three and Six Months Ended

June 30, 2025

The Company’s effective income tax rate

during the three months ended March 31, 2025 was 18.9 %, resulting in income tax expense of $ 5,739 .

during the three months ended June 30, 2025 was 22.3 %, resulting in income tax expense of $ 7,093 .

The effective income tax rate differs

from the federal statutory tax rate of 21 % primarily due to state and local income taxes, partly offset by a lower tax rate on foreign

The Company’s effective income tax rate

during the six months ended June 30, 2025 was 20.6 %, resulting in income tax expense of $ 12,832 .

The effective income tax rate differs

from the federal statutory tax rate of 21 % primarily due to tax windfalls associated with the vesting of stock-based compensation awards

1 unchanged sentence

These items were partly offset by state and local income taxes.

Effective Income Tax Rate – Three Months Ended March

Effective Income Tax Rate – Three and Six Months Ended

June 30, 2024

The Company’s effective income tax rate

during the three months ended March 31, 2024 was 20.5 %, resulting in income tax expense of $ 5,701 .

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

The effective income tax rate differs

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

on the Company’s financial instruments owned, tax windfalls associated with the vesting of stock-based compensation awards and a

lower tax rate on foreign earnings.

These items were partly offset by state and local income taxes.

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

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

These items were partly

offset by a lower tax rate on foreign earnings.

The Company’s effective income tax rate

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

The effective income tax rate differs

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

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

Income Tax Payments

Disclosed below is a summary of income taxes

paid by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the three months ended March 31, 2025:

March 31, 2025

paid by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the six months ended June 30, 2025:

Six Months Ended

June 30, 2025

United States - Federal

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A summary of the components of the Company’s

deferred tax assets at March 31, 2025 and December 31, 2024 is as follows:

deferred tax assets at June 30, 2025 and December 31, 2024 is as follows:

June 30, 2025

December 31, 2024

Deferred tax assets:

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Goodwill and intangible assets

Operating lease liabilities

Software capitalization

Foreign currency translation adjustment

Operating lease liabilities

Deferred tax assets

Deferred tax liabilities:

Unremitted earnings—European subsidiaries

Foreign currency translation adjustment

Fixed assets and prepaid assets

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Right of use assets—operating leases

Unremitted earnings—European subsidiaries

Deferred tax liabilities

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The Company’s tax effected capital losses

at March 31, 2025 were $ 18,563 .

at June 30, 2025 were $ 6,757 .

These capital losses expire between the years 2025 and 2030.

During the three months ended March 31, 2025,

During the six months ended June 30, 2025,

tax effected capital losses in the amount of $ 15,294 expired.

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

were $ 998 at March 31, 2025.

were $ 1,054 at June 30, 2025.

Valuation Allowance

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

As of March 31, 2025, with few exceptions, the Company

As of June 30, 2025, with few exceptions, the Company

was no longer subject to income tax examinations by any taxing authority for the years before 2020.

Uncertain Tax Positions

There were no unrecognized tax benefits at March

There were no unrecognized tax benefits at June

30, 2025 and December 31, 2024.

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The Company repatriates

earnings of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 109 and $ 92 at March 31, 2025 and December

earnings of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 144 and $ 92 at June 30, 2025 and December

31, 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill

Act (the “OBBBA”) was enacted, extending or modifying several provisions of the Tax Cuts and Jobs Act of 2017.

left corporate income tax rates unchanged, but reinstated immediate expensing of domestic research and development expenditures, revised

Section 163(j) interest limitations, expanded Section 162(m) aggregation rules, updated GILTI provisions and restored 100 % bonus depreciation,

among other changes.

While the OBBBA is expected to accelerate certain

previously deferred tax deductions, it is not otherwise anticipated to have a material impact to the Company’s financial statements.

Shares Repurchased

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

During the three months ended March 31, 2025

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

and $ 7,820 , respectively.

The Company repurchased zero and 1,282,498 shares,

respectively, of its common stock under this program during the three and six months ended June 30, 2025 and zero and 1,096,278 shares,

respectively, during the comparable periods in 2024.

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

June 30, 2025 was $ 0 and $ 12,714 , respectively, and the aggregate cost of the shares repurchased during the comparable periods in 2024

was $ 0 and $ 7,820 , respectively.

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

books and records.

As of March 31, 2025, $ 149,980 remained under

As of June 30, 2025, $ 149,980 remained under

this program for future purchases.

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Balance at January 1, 2025

Balance at March 31, 2025

Of the total goodwill of $ 86,841 at March 31,

Balance at June 30, 2025

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

2025, $ 85,042 is not deductible for tax purposes as the acquisitions that gave rise to the goodwill were structured as stock acquisitions.

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

Balance at March 31, 2025

Balance at June 30, 2025

ETFS Acquisition

Software development

Balance at March 31, 2025

Balance at June 30, 2025

Balance at December 31, 2024

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a useful life of three years .

During the three months ended March 31, 2025 and 2024, the Company recognized amortization expense on internally-developed

software of $ 439 and $ 327 , respectively.

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:

The Company recognized amortization expense on internally-developed software of $ 544 and $ 983 , respectively,

during the three and six months ended June 30, 2025 and $ 359 and $ 686 , respectively, during the comparable periods in 2024.

As of June 30, 2025, expected amortization expense

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

Remainder of 2025

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Segment Information

The Company, through its subsidiaries in

and Europe, offers a diverse suite of ETPs, models, solutions and products

leveraging blockchain technology.

The Company conducts business as a single operating segment as an ETP sponsor and asset manager,

which is based upon the Company’s current organizational and management structure, as well as information used by the CODM to

allocate resources and assess performance and other factors.

The accounting policies of the segment are the same as those described

The Company, through its subsidiaries in the

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

The Company conducts

business as a single operating segment as an ETP sponsor and asset manager, which is based upon the Company’s current organizational

and management structure, as well as information used by the CODM to allocate resources and assess performance and other factors.

accounting policies of the segment are the same as those described in Note 2.

The key measures of segment profit or loss that

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Three Months Ended

Adjusted Operating Income Margin

Six Months Ended

Operating revenues

Legal expenses covered by insurance

Operating revenues, as adjusted

Operating income

Expenses incurred in response to an activist campaign

Acquisition-related costs

Adjusted operating income

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Expenses incurred in response to an activist

campaign for the three months ended March 31, 2024 include $ 695 of professional fees.

campaign for the three and six months ended June 30, 2024 include $ 4,271 and $ 4,966 , respectively, of professional fees.

Acquisition-related

costs for the three and six months ended June 30, 2025 include $ 1,967 of professional fees.

All expense categories on the Consolidated Statements

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Subsequent Events

Equity Purchase Agreement with Ceres Partners, LLC

On July 31, 2025, the Company and WisdomTree

Farmland Holdings, Inc.

(the “Purchaser”), a wholly-owned subsidiary of the Company, entered into an Equity Purchase Agreement

(the “Purchase Agreement”) with Ceres Partners, LLC, an Indiana limited liability company (“Ceres”), the members

of Ceres (together, the “Sellers”), and an individual acting as the Sellers’ representative, pursuant to which the Purchaser

agreed to acquire from the Sellers all of the issued and outstanding equity interests of Ceres (the “Ceres Acquisition”),

subject to the terms and conditions set forth therein.

Pursuant to the Purchase Agreement, the Purchaser

will acquire Ceres for aggregate consideration consisting of (i) $ 275.0 million in cash payable at the closing of the Ceres Acquisition

(the “Closing”) and subject to customary post-closing adjustments, including adjustments to cash, indebtedness and working

capital, and (ii) earnout consideration of up to $ 225.0 million, payable in 2030, contingent upon Ceres achieving a compound annual growth

rate in revenue of 12 % to 22 % during the earnout measurement period of January 1, 2025 through December 31, 2029.

The Purchaser, the Sellers and Ceres each have

made customary warranties in the Purchase Agreement with respect to its ability to enter into and consummate the Ceres Acquisition.

Sellers and Ceres have made customary warranties in the Purchase Agreement with respect to the business of Ceres.

The Purchaser and the

Sellers have agreed under the Purchase Agreement to make certain undertakings in seeking regulatory approvals and to maintain the confidentiality

of certain information not otherwise required to be disclosed under applicable law.

The Sellers and Ceres also have agreed to carry on

the business of Ceres in the ordinary course consistent with past practice and not to take certain actions during the period between entry

into the Purchase Agreement and the Closing.

The Sellers have agreed to non-competition and non-solicitation covenants.

The Purchaser

also has agreed to matters relating to the employment of continuing employees of Ceres and its affiliate.

The Sellers will be subject

to customary indemnification rights for transactions of this type, including with respect to breaches of warranties and other specified

provided that the Purchaser has obtained a representations and warranties insurance policy related to certain risks associated

with the Ceres Acquisition.

The indemnification obligations of the Sellers are subject to escrows, thresholds and caps with respect to

breaches of certain warranties.

The Purchaser will be subject to limited indemnification obligations customary for a transaction of this

The Company has agreed to guarantee the timely payment and performance of each of the obligations of the Purchaser under the Purchase

Simultaneously with the execution of the Purchase

Agreement, WisdomTree Asset Management, Inc., a wholly-owned subsidiary of the Company, entered into employment agreements with certain

key employees of Ceres, which will become effective as of the Closing.

The Ceres Acquisition is expected to close in

the fourth quarter of 2025, subject to the satisfaction or waiver of customary closing conditions, including, among others, obtaining

regulatory approvals, required consents and financing.

In addition, the completion of the Ceres Acquisition is conditioned upon (i) employment

agreements with certain key employees of Ceres being in full force and effect, (ii) Ceres delivering executed consents from both Ceres,

as general partner of Ceres Farms, LLC (“Ceres Farms”), and a majority of the investors in Ceres Farms, (iii) the Closing

Revenue Run-Rate being no less than 85% of the Base Revenue Run-Rate (each as defined in the Purchase Agreement) and (iv) tail coverage

for the insurance coverages currently in effect for the directors, managers and officers of the acquired companies being in full force

The Purchaser’s obligation to consummate the Ceres Acquisition is further subject to the condition that, during the

period between July 31, 2025 and the Closing, there has not been a Material Adverse Effect (as defined in the Purchase Agreement).

The Purchase Agreement will terminate if the

Closing has not occurred on or prior to December 31, 2025, subject to the parties agreeing to extend such date, as well as for material

breaches not cured prior to December 31, 2025.

If the Purchase Agreement is terminated by the Purchaser, subject to certain other conditions,

the Purchaser will reimburse Ceres for Ceres’ Eligible Expenses (as defined in the Purchase Agreement) subject to a $ 2.0 million

The Company evaluated subsequent events through

the date of issuance of the consolidated financial statements.

There were no events requiring disclosure.

There were no other 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.

What changed 10-Q

Item 1. Financial Statements