Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
WisdomTree, Inc. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Per Share Amounts)
June 30,
2025
December 31,
2024
Assets
(unaudited)
Current assets:
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)
$ 193,673
$ 181,191
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)
97,749
85,439
Accounts receivable (including $ 37,410 and $ 34,959 due from related parties at June 30, 2025 and December 31, 2024, respectively)
43,070
44,866
Income taxes receivable
4,129
—
Prepaid expenses
10,491
5,340
Other current assets
1,543
1,542
Total current assets
350,655
318,378
Fixed assets, net
316
336
Deferred tax assets, net (Note 17)
6,145
11,656
Investments (Note 6)
13,843
8,922
Right of use assets—operating leases (Note 10)
2,085
880
Goodwill (Note 19)
86,841
86,841
Intangible assets, net (Note 19)
606,236
605,896
Other noncurrent assets
756
631
Total assets
$ 1,066,877
$ 1,033,540
Liabilities and stockholders’ equity
Liabilities
Current liabilities:
Fund management and administration payable
$ 33,084
$ 31,135
Compensation and benefits payable
22,217
39,701
Payable to Gold Bullion Holdings (Jersey) Limited (“GBH”) (Note 9)
14,804
14,804
Income taxes payable
—
724
Operating lease liabilities (Note 10)
1,352
709
Convertible notes—current (Note 8)
149,170
—
Accounts payable and other liabilities
23,226
22,124
Total current liabilities
243,853
109,197
Convertible notes (Note 8)
364,115
512,033
Payable to GBH (Note 9)
13,083
12,159
Operating lease liabilities (Note 10)
739
171
Total liabilities
621,790
633,560
Contingencies (Note 11)
Stockholders’ equity
Preferred stock, par value $ 0.01 ; 2,000 shares authorized
—
—
Common stock, par value $ 0.01 ; 400,000 shares authorized; issued and outstanding: 147,061 and 146,102 at June 30, 2025 and December 31, 2024, respectively
1,471
1,461
Additional paid-in capital
269,344
270,303
Accumulated other comprehensive income/(loss)
3,860
( 1,607 )
Retained earnings
170,412
129,823
Total stockholders’ equity
445,087
399,980
Total liabilities and stockholders’ equity
$ 1,066,877
$ 1,033,540
The accompanying notes are an integral part
of these consolidated financial statements.
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WisdomTree, Inc. and Subsidiaries
Consolidated Statements of Operations
(In Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Operating Revenues:
Advisory fees
$ 103,241
$ 98,938
$ 202,790
$ 191,439
Other revenues
9,380
8,096
17,913
12,433
Total revenues
112,621
107,034
220,703
203,872
Operating Expenses:
Compensation and benefits
32,827
30,790
66,615
61,844
Fund management and administration
21,252
20,139
41,966
40,101
Marketing and advertising
5,330
5,110
10,143
9,518
Sales and business development
4,232
3,640
8,369
7,251
Professional fees
3,177
6,594
5,959
10,224
Occupancy, communications and equipment
1,559
1,314
3,041
2,524
Depreciation and amortization
580
418
1,120
801
Third-party distribution fees
4,083
2,687
7,195
4,994
Acquisition-related costs
1,967
—
1,967
—
Other
2,982
2,831
5,534
5,154
Total operating expenses
77,989
73,523
151,909
142,411
Operating income
34,632
33,511
68,794
61,461
Other Income/(Expenses):
Interest expense
( 5,490 )
( 4,140 )
( 10,931 )
( 8,268 )
Interest income
2,090
1,438
3,987
2,836
Other gains and losses, net
638
( 1,283 )
388
1,309
Income before income taxes
31,870
29,526
62,238
57,338
Income tax expense
7,093
7,767
12,832
13,468
Net income
$ 24,777
$ 21,759
$ 49,406
$ 43,870
Earnings per share—basic
$ 0.17
$ 0.13
$ 0.35
$ 0.27
Earnings per share—diluted
$ 0.17
$ 0.13
$ 0.34
$ 0.26
Weighted-average common shares—basic
143,076
146,896
142,830
146,680
Weighted-average common shares—diluted
146,640
166,359
146,513
165,872
Cash dividends declared per common share
$ 0.03
$ 0.03
$ 0.06
$ 0.06
The accompanying notes are an integral part
of these consolidated financial statements.
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WisdomTree, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In Thousands)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Net income
$ 24,777
$ 21,759
$ 49,406
$ 43,870
Other comprehensive income/(loss)
Foreign currency translation adjustment, net of income taxes
3,561
( 24 )
5,467
( 383 )
Other comprehensive income/(loss)
3,561
( 24 )
5,467
( 383 )
Comprehensive income
$ 28,338
$ 21,735
$ 54,873
$ 43,487
The accompanying notes are an integral part
of these consolidated financial statements.
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WisdomTree, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’
Equity
(In Thousands)
(Unaudited)
Three Months Ended June 30, 2025
Common Stock
Additional
Accumulated
Other
Shares
Issued
Par
Value
Paid-In
Capital
Comprehensive
Income
Retained
Earnings
Total
Balance—April 1, 2025
147,034
$ 1,470
$ 263,818
$ 299
$ 150,044
$ 415,631
Restricted stock issued and vesting of restricted stock units, net
27
1
( 1 )
—
—
—
Stock-based compensation
—
—
5,527
—
—
5,527
Other comprehensive income
—
—
—
3,561
—
3,561
Dividends
—
—
—
—
( 4,409 )
( 4,409 )
Net income
—
—
—
—
24,777
24,777
Balance—June 30, 2025
147,061
$ 1,471
$ 269,344
$ 3,860
$ 170,412
$ 445,087
Three Months Ended June 30, 2024
Common Stock
Additional
Accumulated
Other
Shares
Issued
Par
Value
Paid-In
Capital
Comprehensive
Loss
Retained
Earnings
Total
Balance—April 1, 2024
151,819
$ 1,518
$ 309,768
$ ( 907 )
$ 112,858
$ 423,237
Restricted stock issued and vesting of restricted stock units, net
38
1
( 1 )
—
—
—
Stock-based compensation
—
—
5,592
—
—
5,592
Other comprehensive loss
—
—
—
( 24 )
—
( 24 )
Dividends
—
—
—
—
( 5,000 )
( 5,000 )
Net income
—
—
—
—
21,759
21,759
Balance—June 30, 2024
151,857
$ 1,519
$ 315,359
$ ( 931 )
$ 129,617
$ 445,564
The accompanying notes are an integral part
of these consolidated financial statements.
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WisdomTree, Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’
Equity
(In Thousands)
(Unaudited)
Six Months Ended June 30, 2025
Common Stock
Additional
Accumulated
Other
Shares
Issued
Par
Value
Paid-In
Capital
Comprehensive
(Loss)/Income
Retained
Earnings
Total
Balance—January 1, 2025
146,102
$ 1,461
$ 270,303
$ ( 1,607 )
$ 129,823
$ 399,980
Restricted stock issued and vesting of restricted stock units, net
2,241
23
( 23 )
—
—
—
Shares repurchased
( 1,282 )
( 13 )
( 12,701 )
—
—
( 12,714 )
Stock-based compensation
—
—
11,765
—
—
11,765
Other comprehensive income
—
—
—
5,467
—
5,467
Dividends
—
—
—
—
( 8,817 )
( 8,817 )
Net income
—
—
—
—
49,406
49,406
Balance—June 30, 2025
147,061
$ 1,471
$ 269,344
$ 3,860
$ 170,412
$ 445,087
Six Months Ended June 30, 2024
Common Stock
Additional
Accumulated
Other
Shares
Issued
Par
Value
Paid-In
Capital
Comprehensive
Loss
Retained
Earnings
Total
Balance—January 1, 2024
150,330
$ 1,503
$ 312,440
$ ( 548 )
$ 95,741
$ 409,136
Restricted stock issued and vesting of restricted stock units, net
2,623
27
( 27 )
—
—
—
Shares repurchased
( 1,096 )
( 11 )
( 7,809 )
—
—
( 7,820 )
Stock-based compensation
—
—
10,755
—
—
10,755
Other comprehensive loss
—
—
—
( 383 )
—
( 383 )
Dividends
—
—
—
—
( 9,994 )
( 9,994 )
Net income
—
—
—
—
43,870
43,870
Balance—June 30, 2024
151,857
$ 1,519
$ 315,359
$ ( 931 )
$ 129,617
$ 445,564
The accompanying notes are an integral part
of these consolidated financial statements.
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WisdomTree, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
Six Months Ended
June 30,
2025
2024
Cash flows from operating activities:
Net income
$ 49,406
$ 43,870
Adjustments to reconcile net income to net cash provided by operating activities:
Advisory and license fees paid in gold, other precious metals and cryptocurrency
( 32,532 )
( 25,365 )
Stock-based compensation
11,765
10,755
Deferred income taxes
4,206
4,326
Amortization of issuance costs—convertible notes
1,252
750
Depreciation and amortization
1,120
801
Imputed interest on payable to GBH
923
1,342
(Gains)/losses on investments
( 920 )
1,195
Gains on financial instruments owned, at fair value
( 844 )
( 1,772 )
Amortization of right of use asset
662
647
Changes in operating assets and liabilities:
Accounts receivable
3,562
( 7,132 )
Income taxes payable
( 4,770 )
( 2,028 )
Prepaid expenses
( 5,000 )
( 3,353 )
Gold and other precious metals
31,543
24,972
Other assets
( 143 )
( 118 )
Fund management and administration payable
1,272
( 3,430 )
Compensation and benefits payable
( 18,273 )
( 17,657 )
Operating lease liabilities
( 655 )
( 662 )
Accounts payable and other liabilities
2,602
4,031
Net cash provided by operating activities
45,176
31,172
Cash flows from investing activities:
Purchase of financial instruments owned, at fair value
( 15,756 )
( 14,193 )
Purchase of investments
( 4,000 )
—
Cash paid—software development
( 1,323 )
( 1,184 )
Purchase of fixed assets
( 117 )
( 102 )
Proceeds from the sale of financial instruments owned, at fair value
4,478
5,303
Proceeds from held-to-maturity securities maturing or called prior to maturity
6
12
Proceeds from the exit from investment in Securrency, Inc.
—
465
Net cash used in investing activities
( 16,712 )
( 9,699 )
Cash flows from financing activities:
Common stock repurchased
( 12,714 )
( 7,820 )
Dividends paid
( 8,923 )
( 9,873 )
Excise taxes paid on common stock repurchased
( 1,868 )
—
Net cash used in financing activities
( 23,505 )
( 17,693 )
Increase/(decrease) in cash flow due to changes in foreign exchange rate
7,523
( 626 )
Net increase in cash, cash equivalents and restricted cash
12,482
3,154
Cash, cash equivalents and restricted cash—beginning of year
181,191
129,305
Cash, cash equivalents and restricted cash—end of period
$ 193,673
$ 132,459
Supplemental disclosure of cash flow information:
Cash paid for income taxes
$ 13,468
$ 11,138
Cash paid for interest
$ 8,850
$ 6,175
The accompanying notes
are an integral part of these consolidated financial statements.
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WisdomTree, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share and Per Share Amounts)
1. Organization and Description of Business
WisdomTree, Inc., through its 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, as well as digital asset-related products. Building
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. is a New York based investment adviser registered with the SEC, providing investment advisory
and other management services to the WisdomTree Trust (“WTT”) and WisdomTree exchange-traded funds (“ETFs”). The
WisdomTree ETFs are issued in the U.S. by WTT. WTT is a non-consolidated Delaware statutory trust registered with the SEC as an open-end
management investment company. The Company has licensed to WTT the use of certain of its own indexes on an exclusive basis for the WisdomTree
ETFs in the U.S.
● WisdomTree Management Jersey Limited (“ManJer”) is a Jersey based management company providing management services
to seven issuers (the “ManJer Issuers”) in respect of the ETPs issued and listed by the ManJer Issuers covering commodity,
currency, cryptocurrency and leveraged-and-inverse strategies.
● WisdomTree Multi Asset Management Limited (“WTMAML”) is a Jersey based management company providing management
services to WisdomTree Multi Asset Issuer PLC (“WMAI”) in respect of the ETPs issued by WMAI. WMAI is a non-consolidated public
limited company domiciled in Ireland.
● WisdomTree Management Limited (“WML”) is an Ireland based management company providing management services to WisdomTree
Issuer ICAV (“WTICAV”) in respect of the WisdomTree UCITS ETFs issued by WTICAV. WTICAV is a non-consolidated public limited
company domiciled in Ireland.
● WisdomTree UK Limited (“WTUK”) is a U.K. based company registered with the Financial Conduct Authority currently
providing distribution and support services to ManJer, WTMAML and WML.
● WisdomTree Europe Limited is a U.K. based company which is the legacy distributor of the WMAI ETPs and WisdomTree UCITS ETFs.
These services are now provided directly by WTUK. WisdomTree Europe Limited is no longer regulated and does not provide any regulated
services.
● WisdomTree Ireland Limited (“WT Ireland”) is an Ireland based company authorized by the Central Bank of Ireland
providing distribution services to ManJer, WTMAML and WML.
● WisdomTree Digital Commodity Services, LLC is a New York based company that serves as the sponsor of the WisdomTree Bitcoin
Fund, which is currently effective with the SEC. The WisdomTree Bitcoin Fund is an exchange-traded fund that issues common shares of beneficial
interest and is listed on the Cboe BZX Exchange, Inc. The WisdomTree Bitcoin Fund provides exposure to the spot price of bitcoin.
● WisdomTree Digital Management, Inc. (“WT Digital Management”) is a New York based investment adviser registered
with the SEC, providing investment advisory and other management services to the WisdomTree Digital Trust (“WTDT”) and WisdomTree
Digital Funds. The WisdomTree Digital Funds are issued in the U.S. by WTDT. WTDT is a non-consolidated Delaware statutory trust registered
with the SEC as an open-end management investment company. Each Digital Fund uses a blockchain-integrated recordkeeping system to maintain
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
that rely on blockchain technology, such as cryptocurrencies.
● WisdomTree Digital Movement, Inc. (“WT Digital Movement”) is a New York based company operating as a money services
business registered with the Financial Crimes Enforcement Network. WT Digital Movement has obtained and is seeking additional state money
transmitter licenses to operate a platform for the purchase, sale and exchange of tokenized assets, while also providing blockchain-native
digital wallet services through WisdomTree Prime to facilitate such activity.
● WisdomTree Securities, Inc. is a New York based limited purpose broker-dealer (i.e., mutual fund retailer) registered with
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
services for the Digital Funds. The transfer agent uses a blockchain-integrated recordkeeping system for the ownership of WisdomTree Digital
Fund shares.
● WisdomTree Digital Trust Company, LLC is a New York based limited liability trust company that has been formed to operate as
a limited purpose trust company under New York Banking Law and is licensed to engage in virtual currency business activity by the New
York State Department of Financial Services.
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2. Significant Accounting Policies
Basis of Presentation
These consolidated financial statements have
been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and in the opinion of management
reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial statements.
The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany accounts
and transactions have been eliminated in consolidation.
Consolidation
The Company consolidates entities in which it
has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating
whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). The usual condition
for a controlling financial interest in a VOE is ownership of a majority voting interest. If the Company has a majority voting interest
in a VOE, the entity is consolidated. The Company has a controlling financial interest in a VIE when the Company has a variable interest
that provides it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance
and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant
to the VIE.
The Company reassesses its evaluation of whether
an entity is a VOE or VIE when certain reconsideration events occur.
Segment and Geographic Information
The Company, through its subsidiaries in the
U.S. and Europe, is a global financial innovator, offering 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 Company’s Chief Executive Officer (the chief
operating decision maker, or CODM) to allocate resources and other factors.
Foreign Currency Translation
Assets and liabilities of subsidiaries whose
functional currency is not the U.S. dollar are translated based on the end of period exchange rates from local currency to U.S. dollars.
Results of operations are translated at the average exchange rates in effect during the period. The impact of the foreign currency translation
adjustment is included in the Consolidated Statements of Comprehensive Income as a component of other comprehensive (loss)/income.
Use of Estimates
The preparation of the Company’s consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the balance sheet dates and the reported amounts of revenues and expenses for the periods presented. Actual
results could differ materially from those estimates.
Revenue Recognition
The Company earns a significant portion of its
revenues in the form of advisory fees from its ETPs and recognizes this revenue over time, as the performance obligation is satisfied.
Advisory fees are based on a percentage of the ETPs’ average daily net assets. Progress is measured using the practical expedient
under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.
Other revenues are earned from swap providers
associated with certain of the Company’s European listed ETPs, the nature of which are based on a percentage of the ETPs’
average daily net assets. The Company also earns transaction-based income on flows associated with certain European listed ETPs. There
is no significant judgment in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential
reversal. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount
for which the Company has a right to invoice.
Marketing and Advertising
Marketing and advertising costs, including media
advertising and production costs, are expensed when incurred.
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Depreciation and Amortization
Depreciation and amortization is provided for
using the straight-line method over the estimated useful lives of the related assets as follows:
Equipment
3 to 5 years
Internally-developed software
3 years
The assets listed above are recorded at cost,
less accumulated depreciation and amortization.
Stock-Based Awards
Accounting for stock-based compensation requires
the measurement and recognition of compensation expense for all equity awards based on estimated fair values. Stock-based compensation
is measured based on the grant-date fair value of the award and is amortized over the relevant service period. Forfeitures are recognized
when they occur.
Third-Party Distribution Fees
The Company pays a percentage of its advisory
fee revenues based on incremental growth in assets under management (“AUM”), subject to caps or minimums, to marketing agents
to sell WisdomTree ETPs and for including WisdomTree ETPs on third-party customer platforms and recognizes these expenses as incurred.
Cash, Cash Equivalents and Restricted Cash
The Company considers all highly liquid investments
with an original maturity of 90 days or less at the time of purchase to be classified as cash equivalents. The Company maintains
deposits with financial institutions in an amount that is in excess of federally insured limits. Restricted cash is required to be maintained
in a separate account with withdrawal and usage restrictions.
Accounts Receivable
Accounts receivable are customer and other obligations
due under normal trade terms. The Company measures credit losses, if any, by applying historical loss rates, adjusted for current conditions
and reasonable and supportable forecasts to amounts outstanding using the aging method.
Financial Instruments Owned
Financial instruments owned are financial instruments
classified as either trading or available-for-sale (“AFS”). These financial instruments are recorded on their trade date and
are measured at fair value. All equity instruments that have readily determinable fair values are classified by the Company as trading.
Debt instruments are classified based primarily on the Company’s intent to hold or sell the instrument. Changes in the fair value
of debt instruments classified as trading and AFS are reported in other income/(expenses) and other comprehensive income, respectively,
in the period the change occurs. Debt instruments classified as AFS are assessed for impairment on a quarterly basis and an estimate for
credit loss is provided when the fair value of the AFS debt instrument is below its amortized cost basis. Credit-related impairments are
recognized in earnings with a corresponding adjustment to the instrument’s amortized cost basis if the Company intends to sell the
impaired AFS debt instrument or it is more likely than not the Company will be required to sell the instrument before recovering its amortized
cost basis. Other credit-related impairments are recognized as an allowance with a corresponding adjustment to earnings. Impairments resulting
from noncredit-related factors are recognized in other comprehensive income. Amounts recorded in other comprehensive income are reclassified
into earnings upon sale of the AFS debt instrument using the specific identification method.
Investments
The Company accounts for equity investments
that do not have a readily determinable fair value under the measurement alternative prescribed in Accounting Standards Codification (“ASC”)
Topic 321, Investments – Equity Securities (“ASC 321”), to the extent such investments are not subject to consolidation
or the equity method. Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed
quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment
of the same issuer. In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated
earnings of the investee. Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost
of the investment.
Investments in debt instruments are accounted
for at fair value, with changes in fair value reported in other income/(expenses).
Goodwill
Goodwill is the excess of the purchase price
over the fair values of the identifiable net assets at the acquisition date. The Company tests goodwill for impairment at least annually
and at the time of a triggering event requiring re-evaluation, if one were to occur. Goodwill is considered impaired when the estimated
fair value of the reporting unit that was allocated the goodwill is less than its carrying value. If the estimated fair value of such
reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying
amount of goodwill. A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes
a business for which discrete financial information is available and management regularly reviews the operating results of that component.
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Goodwill is allocated to the Company’s
U.S. and European components. For impairment testing purposes, these components are aggregated as a single reporting unit as they fall
under the same operating segment and have similar economic characteristics.
Goodwill is assessed for impairment annually
on November 30 th . When performing its goodwill impairment test, the Company considers a qualitative assessment, when appropriate,
and a quantitative assessment using the market approach and its market capitalization when determining the fair value of the reporting
unit.
Intangible Assets
Indefinite-lived intangible assets are tested
for impairment at least annually and are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair values are less than
their carrying values.
Finite-lived intangible assets, if any, are
amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly
to the future cash flows of the Company. These intangible assets are tested for impairment at the time of a triggering event, if one were
to occur. Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are
less than their carrying amounts.
The Company may rely on a qualitative assessment
when performing its intangible asset impairment test. Otherwise, the impairment evaluation is performed at the lowest level of reasonably
identifiable cash flows independent of other assets. The annual impairment testing date for all of the Company’s intangible assets
is November 30 th .
Software Development Costs
Software development costs incurred after the
preliminary project stage is complete are capitalized if it is probable that the project will be completed and the software will be used
as intended. Capitalized costs consist of employee compensation costs and fees paid to third parties who are directly involved in the
application development efforts and are included in intangible assets, net in the Consolidated Balance Sheets. Such costs are amortized
over the estimated useful life of the software on a straight-line basis and are included in depreciation and amortization in the Consolidated
Statements of Operations. Once the application development stage is complete, additional costs are expensed as incurred.
Leases
The Company accounts for its lease obligations
in accordance with ASC Topic 842, Leases (“ASC 842”), which requires the recognition of both (i) a lease liability
equal to the present value of the remaining lease payments and (ii) an offsetting right-of-use asset. The remaining lease payments are
discounted using the rate implicit in the lease, if known, or otherwise the Company’s incremental borrowing rate. After lease commencement,
right-of-use assets are assessed for impairment and otherwise are amortized over the remaining lease term on a straight-line basis. These
recognition requirements are not applied to short-term leases, which are those with a lease term of 12 months or less. Instead, lease
payments associated with short-term leases are recognized as an expense on a straight-line basis over the lease term.
ASC 842 also provides a practical expedient
which allows for consideration in a contract to be accounted for as a single lease component rather than allocated between lease and non-lease
components. The Company has elected to apply this practical expedient to all lease contracts, where applicable.
Convertible Notes
Convertible notes are carried at amortized cost,
net of issuance costs. The Company accounts for convertible instruments as a single liability (applicable to the convertible notes) or
equity with no separate accounting for embedded conversion features unless the conversion feature meets the criteria for accounting under
the substantial premium model or does not qualify for a derivative scope exception. Interest expense is recognized using the effective
interest method and includes amortization of issuance costs over the life of the debt.
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
The Company may be subject to reviews, inspections
and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business. The Company evaluates
the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which it is a party and accrues a loss contingency
when the loss is probable and reasonably estimable.
Contingent Payments
The Company recognizes a gain on contingent
payments when the contingency is resolved and the gain is realized.
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Earnings per Share
Basic earnings per share (“EPS”)
is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the
period. Net income available to common stockholders represents net income of the Company reduced by an allocation of earnings to participating
securities. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid
or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. Share-based payment
awards that do not contain such rights are not deemed participating securities and are included in diluted shares outstanding (if dilutive).
Diluted EPS is calculated under the treasury
stock method and the two-class method. The calculation that results in the lowest diluted EPS amount for the common stock is reported
in the Company’s consolidated financial statements. The treasury stock method includes the dilutive effect of potential common shares
including unvested stock-based awards and the convertible notes, if any. Potential common shares associated with the convertible notes
are computed under the if-converted method. Potential common shares associated with the conversion option embedded in the convertible
notes are dilutive when the Company’s average stock price exceeds the conversion price.
Income Taxes
The Company accounts for income taxes using
the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial
and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not that
some portion or all the deferred tax assets will not be realized.
Tax positions are evaluated utilizing a two-step
process. The Company first determines whether any of its tax positions are more-likely-than-not to be sustained upon examination, based
solely on the technical merits of the position. Once it is determined that a position meets this recognition threshold, the position is
measured as the largest amount of benefit that is greater than 50 % likely of being realized upon ultimate settlement. The Company records
interest expense and penalties related to tax expenses as income tax expense.
The Global Intangible Low-Taxed Income (“GILTI”)
provisions of 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. The Company accounts for the tax effects of these provisions in the period that is subject
to such tax.
Non-income based taxes are recorded as part
of other liabilities and other expenses. Excise taxes on stock repurchases are accounted for as a direct component of the share repurchase
transaction and reported as a reduction of stockholder’s equity.
Recently Issued Accounting Pronouncements
On November 4, 2024, the Financial Accounting
Standards Board (“FASB”) issued ASU 2024-03, Reporting Comprehensive Income—Expense Disaggregation Disclosures ,
which requires additional information about specific expense categories in the notes to financial statements at interim and annual reporting
periods. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning
after December 15, 2027. The Company does not anticipate this standard to have a material impact on its financial statements.
Recently Adopted Accounting Pronouncements
On December 14, 2023, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income
Tax Disclosures , which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing
requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate
reconciliation. They must also further disaggregate income taxes paid. The standard is intended to benefit stockholders by providing more
detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance applies to all entities subject
to income taxes and is effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis
with the option to apply the standard retrospectively. Early adoption is permitted. The Company adopted this standard on a prospective
basis for the year ended December 31, 2024. See Note 17 for additional information.
3. Cash, Cash Equivalents and Restricted Cash
Of the total cash, cash equivalents and restricted
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 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
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
regulatory obligations.
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4. Fair Value Measurements
The fair value of financial instruments is defined
as the price that would be received to sell an asset or paid to transfer a liability (i.e., “the exit price”) in an orderly
transaction between market participants at the measurement date. ASC 820, Fair Value Measurement , establishes a hierarchy for inputs
used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that
the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset
or liability developed based on market data obtained from independent sources. Unobservable inputs reflect assumptions that market participants
would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy
is broken down into three levels based on the transparency of inputs as follows:
Level 1 – Quoted prices for identical
instruments in active markets.
Level 2 – Quoted prices for similar instruments in active
markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs
are observable or whose significant value drivers are observable.
Level 3 – Instruments whose significant
drivers are unobservable.
The availability of observable inputs can vary
from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product
is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation
is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.
Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases,
for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined
based on the lowest level input that is significant to the fair value measurement in its entirety.
The tables below summarize the categorization
of the Company’s assets and liabilities measured at fair value. During the three and six months ended June 30, 2025 and 2024, there
were no transfers between Levels 2 and 3.
June 30, 2025
Total
Level 1
Level 2
Level 3
Assets:
Recurring fair value measurements:
Cash equivalents
$ 114,140
$ 114,140
$ —
$ —
Financial instruments owned, at fair value:
ETFs
74,648
74,648
—
—
Pass-through GSEs
6,493
—
6,493
—
Other assets—seed capital (WisdomTree Digital Funds):
U.S. treasuries
5,549
—
5,549
—
Equities
9,105
9,105
—
—
Fixed income
1,954
1,032
922
—
Other investments
850
—
—
850
Total
$ 212,739
$ 198,925
$ 12,964
$ 850
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December 31, 2024
Total
Level 1
Level 2
Level 3
Assets:
Recurring fair value measurements:
Cash equivalents
$ 48,336
$ 48,336
$ —
$ —
Financial instruments owned, at fair value:
ETFs
62,907
62,907
—
—
Pass-through GSEs
6,898
—
6,898
—
Other assets—seed capital (WisdomTree Digital Funds):
U.S. treasuries
5,251
—
5,251
Equities
8,478
8,478
—
—
Fixed income
1,905
1,019
886
—
Other investments
687
—
—
687
Total
$ 134,462
$ 120,740
$ 13,035
$ 687
Non-recurring fair value measurements:
Fnality International Limited—Series B-1 Preference Shares 0F0F (1)
$ 8,288
$ —
$ —
$ 8,288
_____________________________
(1) Fair value determined on June 17, 2024. Not included above are prospective
changes in value due to fluctuations in the British pound to U.S. dollar exchange rate.
Recurring Fair Value Measurements – Methodology
Cash Equivalents (Note 3) – These
financial assets represent cash invested in highly liquid investments with original maturities of less than 90 days, 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)
– Financial instruments owned are investments in ETFs, pass-through GSEs, equities and fixed income. ETFs and equities are generally
traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the fair value hierarchy. Pricing of pass-through
GSEs and fixed income includes consideration given to date of issuance, collateral characteristics and market assumptions related to yields,
credit risk and timing of prepayments and may be classified as either Level 1 or Level 2.
Fair Value Measurements classified as Level
3 – The following table presents a reconciliation of beginning and ending balances of recurring fair value measurements classified
as Level 3:
These instruments consist of the following:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Investments in Convertible Notes (Note 6)
Beginning balance
$ 755
$ —
$ 687
$ —
Purchases
—
—
—
—
Net unrealized gains (1)
95
—
163
—
Ending balance
$ 850
$ —
$ 850
$ —
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5. Financial instruments owned
These instruments consist of the following:
June 30,
2025
December 31,
2024
Financial instruments owned
Trading securities
$ 81,141
$ 69,805
Other assets—seed capital (WisdomTree Digital Funds)
16,608
15,634
Total
$ 97,749
$ 85,439
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.
6. Investments
The following is a summary of the Company’s
investments:
June 30, 2025
December 31, 2024
Carrying Value
Cost
Carrying Value
Cost
Fnality International Limited—Series B-1 Preference Shares
$ 8,993
$ 8,091
$ 8,235
$ 8,091
Quorus Inc.—Series Seed-1 Preferred Stock
4,000
4,000
—
—
Other investments
850
674
687
674
Total
$ 13,843
$ 12,765
$ 8,922
$ 8,765
Fnality International Limited
The Company owns approximately 5.4 % (or 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.
This investment is accounted for under the measurement
alternative prescribed in ASC 321, as it does not have a readily determinable fair value and is otherwise not subject to the equity method
of accounting. The investment is assessed for impairment and similar observable transactions on a quarterly basis. During the 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
model. The table below presents the inputs used in the backsolve valuation approach (classified as Level 3 in the fair value hierarchy):
Inputs
June 17,
2024
Expected volatility 60 %
Time to exit (in years) 4.35
Probability that Series B-2 Preference Shares convert into Series B-1 Preference Shares N/A
Net unrealized gains/(losses) recognized on
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 gains and losses, net on the Consolidated Statements of Operations.
There was no impairment recognized on this investment
during the three and six months ended June 30, 2025 based upon a qualitative assessment.
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Quorus Inc.
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
of Quorus.
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
On October 2, 2024, the Company purchased an
investment of $ 674 . 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.
7. Fixed Assets, Net
The following table summarizes fixed assets:
June 30,
2025
December 31,
2024
Equipment
$ 1,186
$ 1,069
Less: accumulated depreciation
( 870 )
( 733 )
Total
$ 316
$ 336
8. Convertible Notes
The Company has the following convertible notes
outstanding as of June 30, 2025:
● $ 150,000 in aggregate principal amount of 3.25 % Convertible Senior Notes due 2026 (the “2026 Notes”);
● $ 25,845 in aggregate principal amount of 5.75 % Convertible Senior Notes due 2028 (the “2028 Notes”); and
● $ 345,000 in aggregate principal amount of 3.25 % Convertible Senior Notes due 2029 (the “2029 Notes”).
Each class of notes were issued pursuant to
indentures dated as of the issuance dates between the Company and U.S. Bank Trust Company, National Association, as trustee (either initially
or as successor to U.S. Bank National Association, the “Trustee”), in private offerings to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended.
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”).
Key terms of the Convertible Notes are as follows:
2026 Notes 2028 Notes 2029 Notes
Principal outstanding $ 150,000 $ 25,845 $ 345,000
Issuance date June 14, 2021 February 14, 2023 August 13, 2024
Maturity date (unless earlier converted, repurchased or redeemed) June 15, 2026 August 15, 2028 August 15, 2029
Interest rate 3.25 % 5.75 % 3.25 %
Initial conversion price $ 11.04 $ 9.54 $ 11.82
Initial conversion rate 90.5797 104.8658 84.5934
Redemption price $ 14.35 $ 12.40 $ 15.37
● Interest rate: Payable semiannually in arrears on February 15 and August 15 of each year for the 2029 Notes and the 2028 Notes
and on June 15 and December 15 of each year for the 2026 Notes.
● Conversion price: Convertible at an initial conversion rate into shares of the Company’s common stock, per $ 1,000 principal
amount of notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment.
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● Conversion: Holders may convert at their option at any time prior to the close of business on the business day immediately
preceding May 15, 2029 and May 15, 2028 for the 2029 Notes and the 2028 Notes, respectively, and March 15, 2026 for the 2026 Notes, only
under the following circumstances: (i) if the last reported sale price of the Company’s common stock for at least 20 trading days
during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater
than or equal to 130 % of the conversion price for the respective Convertible Notes on each applicable trading day; (ii) during the five
business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per
$ 1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the
last reported sales price of the Company’s common stock and the conversion rate on each such trading day; (iii) upon a notice of
redemption delivered by the Company in accordance with the terms of the indentures but only with respect to the Convertible Notes called
(or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after May 15, 2029 and May 15, 2028
in respect of the 2029 Notes and the 2028 Notes, respectively, and March 15, 2026 in respect of the 2026 Notes, until the close of business
on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time,
regardless of the foregoing circumstances.
● Cash settlement of principal amount: Upon conversion, the Company will pay cash up to the aggregate principal amount of the
Convertible Notes to be converted. At its election, the Company will also settle 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
of its common stock.
● Redemption price: The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after August
20, 2026 and August 20, 2025 in respect of the 2029 Notes and the 2028 Notes, respectively, and June 20, 2023 in respect of the 2026 Notes
and on or prior to the 55 th scheduled trading day immediately preceding the maturity date, if the last reported sale price
of the Company’s common stock has been at least 130 % of the conversion price for the respective Convertible Notes then in effect
for at least 20 trading days, including the trading day immediately preceding the date on which the Company provides notice of redemption,
during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company
provides notice of redemption, at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and
unpaid interest to, but excluding the redemption date. No sinking fund is provided for the Convertible Notes.
● Limited investor put rights: Holders of the Convertible Notes have the right to require the Company to repurchase for cash
all or a portion of their notes at 100 % of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain
change of control transactions or liquidation, dissolution or common stock delisting events.
● Conversion rate increase in certain customary circumstances: In certain circumstances, conversions in connection with a “make-whole
fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption
may result in an increase to the conversion rate, provided that the conversion rate will not exceed 103.6269 shares, 167.7853 shares and
144.9275 shares of the Company’s common stock per $ 1,000 principal amount of the 2029 Notes, the 2028 Notes and the 2026 Notes,
respectively (the equivalent of 61,826,817 shares of the Company’s common stock based on the aggregate principal amount of Convertible
Notes outstanding), subject to adjustment.
● Seniority and Security: The Convertible Notes rank equal in right of payment and are the Company’s senior unsecured obligations.
The indentures contain customary terms and covenants,
including that upon certain events of default occurring and continuing, either the Trustee or the respective holders of not less than
25 % in aggregate principal amount of the respective series of Convertible Notes outstanding may declare the entire principal amount of
all such respective Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.
The following table provides a summary of the
Convertible Notes at June 30, 2025 and December 31, 2024:
June 30, 2025
December 31, 2024
2026 Notes
2028 Notes
2029 Notes
Total
2026 Notes
2028 Notes
2029 Notes
Total
Principal amount
$ 150,000
$ 25,845
$ 345,000
$ 520,845
$ 150,000
$ 25,845
$ 345,000
$ 520,845
Less: Unamortized issuance costs
( 830 )
( 403 )
( 6,327 )
( 7,560 )
( 1,263 )
( 466 )
( 7,083 )
( 8,812 )
Carrying amount
$ 149,170
$ 25,442
$ 338,673
$ 513,285
$ 148,737
$ 25,379
$ 337,917
$ 512,033
Effective interest rate (1)
3.83 %
6.25 %
3.70 %
3.86 %
3.83 %
6.25 %
3.70 %
3.86 %
_____________________________
(1) Includes amortization of the issuance costs and premium.
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.
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The fair value of the Convertible Notes (classified
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 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.
9. Payable to Gold Bullion Holdings (Jersey) Limited (“GBH”)
On November 20, 2023, the Company repurchased
all of its then-outstanding Series C Non-Voting Convertible Preferred Stock, par value $ 0.01 per share (the “Series C Preferred
Stock”) which was convertible into 13,087,000 shares of the Company’s common stock, from GBH, a subsidiary of the World Gold
Council, for aggregate cash consideration of approximately $ 84,411 . Under the terms of the transaction, the Company has paid GBH $ 54.8
million to date, with the remainder of the purchase price payable in equal, interest-free installments on the second and third anniversaries
of the closing date. The implied price per share was $ 6.02 when considering the interest-free financing element of the transaction. The
investor rights agreement that the Company and GBH entered into in May 2023 in connection with the issuance of the Series C Preferred
Stock, which provided GBH with certain rights and obligations with respect to the shares, including registration rights, was terminated
in this transaction.
Under U.S. GAAP, the obligation was recorded
at its present value utilizing a market rate of interest on the closing date of 7.0 % and the corresponding discount is being amortized
as interest expense pursuant to the effective interest method of accounting over the life of the obligation. The aggregate consideration
payable was valued at $ 38,835 on the closing date and the carrying value of this obligation is as follows:
June 30,
2025
December 31,
2024
Current:
$ 14,804
$ 14,804
Long-term
13,083
12,159
Total
$ 27,887
$ 26,963
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.
10. Leases
The Company has entered into operating leases
for its office facilities (including its corporate headquarters) and equipment. The Company has no finance leases.
The following table provides additional information
regarding the Company’s leases:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025 2024 2025 2024
Lease cost:
Operating lease cost $ 337 $ 323 $ 662 $ 647
Short-term lease cost 43 70 95 140
Total lease cost $ 380 $ 393 $ 757 $ 787
Other information:
Cash paid for amounts included in the measurement of operating liabilities (operating leases) $ 329 $ 331 $ 655 $ 662
Right-of-use assets obtained in exchange for new operating lease liabilities n/a
n/a
n/a
n/a
Weighted-average remaining lease term (in years) — operating leases 1.8 0.9 1.8 0.9
Weighted-average discount rate — operating leases 6.6 % 6.6 % 6.6 % 6.6 %
None of the Company’s leases include variable
payments, residual value guarantees or any restrictions or covenants relating to the Company’s ability to pay dividends or incur
additional financing obligations.
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The following table discloses future minimum
lease payments at June 30, 2025 with respect to the Company’s operating lease liabilities:
Remainder of 2025
$ 675
2026
1,190
2027 and thereafter
333
Total future minimum lease payments (undiscounted)
$ 2,198
The following table reconciles the future minimum
lease payments (disclosed above) at June 30, 2025 to the operating lease liabilities recognized in the Company’s Consolidated Balance
Sheets:
Amounts recognized in the Company’s Consolidated Balance Sheets
Lease liability—short term
$ 1,352
Lease liability—long term
739
Subtotal
2,091
Difference between undiscounted and discounted cash flows
107
Total future minimum lease payments (undiscounted)
$ 2,198
11. Contingencies
The Company may be subject to reviews, inspections
and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business.
Closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged
ETP
Between December 2020 and December 2024, WMAI,
WTMAML, WTUK and/or WT Ireland were served with eight separate writs of summons to appear before the Courts of Milan, Udine or Turin,
Italy by investors seeking damages resulting from the closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP (“3OIL”)
in March 2020. The product was dependent on the receipt of payments from a swap provider to satisfy payment obligations to the investors.
Due to an extreme adverse move in oil futures relative to the oil futures’ closing price, the swap contract underlying 3OIL was
terminated by the swap provider, which resulted in the compulsory redemption of 3OIL, all in accordance with the prospectus.
Since February 2022, 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 € 15,270 ($ 17,900 ) at June 30, 2025.
Additionally, in July 2023, WT Ireland received
a letter from counsel on behalf of additional investors seeking damages of up to approximately € 8,350 ($ 9,790 ) resulting from the
closure of 3OIL. A writ of summons has not been served.
The Company continues to assess the open and
appealed claims with its external counsel. The Company expects that losses, if any, arising from these claims will be covered under its
insurance policies, less a $ 500 deductible. An accrual has not been made with respect to these matters at June 30, 2025 and December 31,
2024.
12. Variable Interest Entities
VIEs are entities with any of the following
characteristics: (i) the entity does not have enough equity to finance its activities without additional financial support; (ii) the equity
holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive
voting rights.
Consolidation of a VIE is required for the party
deemed to be the primary beneficiary, if any. The primary beneficiary is the party who has both (a) the power to direct the activities
of a VIE that most significantly impact the entity’s economic performance and (b) an obligation to absorb losses of the entity or
a right to receive benefits from the entity that could potentially be significant to the entity. The Company is not the primary beneficiary
of any entities in which it has a variable interest as it does not have the power to direct the activities that most significantly impact
the entities’ economic performance. Such power is conveyed through the entities’ boards of directors and the Company does
not have control over the boards.
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The following table presents information about
the Company’s variable interests in non-consolidated VIEs:
June 30,
2025
December 31,
2024
Carrying Amount — Assets:
Fnality International Limited—Series B-1 Preference Shares
$ 8,993
$ 8,235
Other investments
850
687
Total
$ 9,843
$ 8,922
Maximum exposure to loss
$ 9,843
$ 8,922
13. Revenues from Contracts with Customers
The following table presents the Company’s
total revenues from contracts with customers:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Revenues from contracts with customers:
Advisory fees
$ 103,241
$ 98,938
$ 202,790
$ 191,439
Other revenues
9,380
8,096
17,913
12,433
Total operating revenues
$ 112,621
$ 107,034
$ 220,703
$ 203,872
The Company recognizes revenues from contracts
with customers when the performance obligation is satisfied, which is when the promised services are transferred to the customer. A service
is considered to be transferred when the customer obtains control, which is represented by the transfer of rights with regard to the service.
Transfer of control happens either over time or at a point in time. When a performance obligation is satisfied over time, an entity is
required to select a single method of measuring progress for each performance obligation that depicts the entity’s performance in
transferring control of services to the customer.
A significant portion of the Company’s
revenues from contracts with customers is derived primarily from investment advisory agreements with related parties (Note 14). These
advisory fees are recognized over time, are earned from the Company’s ETPs and are calculated based on a percentage of the ETPs’
average daily net assets. There is no significant judgment in calculating amounts due which are invoiced monthly in arrears and are not
subject to any potential reversal. Progress is measured using the practical expedient under the output method resulting in the recognition
of revenue in the amount for which the Company has a right to invoice.
There are no contract assets or liabilities
that arise in connection with the recognition of advisory fee revenue. In addition, there are no costs incurred to obtain or fulfill the
contracts with customers, all of which are investment advisory agreements with related parties.
Other 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
of the ETPs’ average daily net assets. The Company also earns transaction-based income on flows associated with certain European
listed ETPs. There is no significant judgment in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not
subject to any potential reversal. Progress is measured using the practical expedient under the output method resulting in the recognition
of revenue in the amount for which the Company has a right to invoice.
Geographic Distribution of Revenues
The following table presents the Company’s
total revenues geographically as determined by where the respective management companies reside:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Revenues from contracts with customers:
United States
$ 69,812
$ 69,882
$ 139,281
$ 135,712
Jersey
34,968
31,633
67,561
57,727
Ireland
7,841
5,519
13,861
10,433
Total operating revenues
$ 112,621
$ 107,034
$ 220,703
$ 203,872
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14. Related Party Transactions
Investment Advisory Agreements
The Company’s revenues are derived primarily
from investment advisory agreements with related parties. Under these agreements, the Company has licensed to related parties the use
of certain of its own indexes for the U.S. WisdomTree ETFs, WisdomTree Digital Funds and WisdomTree UCITS ETFs. The relevant boards of
trustees or boards of directors (including certain officers of the Company) of each of the related parties is primarily responsible for
overseeing the management and affairs of the entities for the benefit of their respective stakeholders and have contracted with the Company
to provide for general management and administration services. The Company is also responsible for certain expenses of the related parties,
including the cost of transfer agency, custody, fund administration and accounting, legal, audit, and other non-distribution services,
excluding extraordinary expenses, taxes and certain other expenses, which are included in fund management and administration in the Consolidated
Statements of Operations. In exchange, the Company receives fees based on a percentage of the ETPs’ and the Digital Funds’
average daily net assets. A majority of the independent members of the respective board of trustees or board of directors are required
to initially and annually (after the first two years) approve the advisory agreements of the U.S. WisdomTree ETFs and the WisdomTree Digital
Funds and these agreements may be terminated by such board of trustees or board of directors upon notice.
The following table summarizes accounts receivable
from related parties which are included as a component of accounts receivable in the Consolidated Balance Sheets:
June 30,
2025
December 31,
2024
Receivable from WTT
$ 24,177
$ 24,672
Receivable from ManJer Issuers
6,379
5,155
Receivable from WMAI and WTICAV
6,854
5,132
Total
$ 37,410
$ 34,959
The allowance for credit losses on accounts
receivable from related parties is insignificant when applying historical loss rates, adjusted for current conditions and supportable
forecasts, to the amounts outstanding in the table above. Amounts outstanding are all invoiced in arrears, are less than 30 days aged
and are collected shortly after the applicable reporting period.
The following table summarizes revenues from
advisory services provided to related parties:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Advisory services provided to WTT
$ 69,242
$ 69,375
$ 138,097
$ 134,277
Advisory services provided to ManJer Issuers
26,158
24,044
50,832
46,729
Advisory services provided to WMAI and WTICAV
7,841
5,519
13,861
10,433
Total
$ 103,241
$ 98,938
$ 202,790
$ 191,439
Investments in WisdomTree Products
The Company also has investments in certain
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 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.
15. Stock-Based Awards
On July 15, 2022, the Company’s stockholders
approved the 2022 Equity Plan under which the Company may issue up to 16,000,000 shares of common stock (less one share for every share
granted under the 2016 Equity Plan since March 31, 2022 and inclusive of shares available under the 2016 Equity Plan as of March 31, 2022)
in the form of stock options and other stock-based awards.
The Company grants equity awards to employees
and directors, which include restricted stock awards (“RSAs”), restricted stock units (“RSUs”), including deferred
RSUs to non-employee directors, performance-based restricted stock units (“PRSUs”) and stock options. Certain awards described
below are subject to acceleration under certain conditions.
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Stock options: Generally issued for
terms of ten years and may vest after at least one year of service and have an exercise price equal to the Company’s stock price
on the grant date. The Company estimates the fair value of stock options (when granted) using the Black-Scholes option pricing model.
RSAs/RSUs: Awards are valued based on the Company’s stock price on grant date and generally vest ratably, on an annual basis, over three
years. For non-employee directors, such awards generally vest on the one-year anniversary of the grant date.
Deferred RSUs: Awards are valued based
on the Company’s stock price on grant date and generally vest on the one-year anniversary of the grant date. The awards are issued
pursuant to the Company’s Non-Employee Director Deferred Compensation Program and are settled based on timing elected by the recipient
in advance.
PRSUs: These awards cliff vest three years from the grant date and contain a market condition whereby the number of PRSUs ultimately vesting
is tied to how the Company’s total shareholder return (“TSR”) compares to a peer group of other publicly traded asset
managers over the three-year period. A Monte Carlo simulation is used to value these awards.
PRSUs: The number of PRSUs vesting ranges from 0% to 200% of the
target number of PRSUs granted, as follows:
● If the
relative TSR is below the 25 th percentile, then 0% of the target number of PRSUs granted will vest;
● If the
relative TSR is at the 25 th percentile, then 50% of the target number of PRSUs granted will vest;
● If the
relative TSR is above the 25 th percentile, then linear scaling is applied such that the percent of the target number of PRSUs
vesting is 100% at the 50 th percentile and capped at 200% of the target number of PRSUs granted for performance at the 85 th
percentile; and
● If the
Company’s TSR is negative, the target number of PRSUs vesting is capped at 100% regardless of the relative TSR percentile.
Stock-based compensation expense was $ 5,527
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:
June 30, 2025
Unrecognized
Stock-Based
Compensation
Weighted-Average
Remaining Vesting
Period (Years)
Employees and directors $ 26,359 1.14
A summary of stock-based compensation award
activity (shares) during the three months ended June 30, 2025 is as follows:
RSA
RSU
PRSU
Balance at April 1, 2025
3,966,044
286,969
1,416,571
Granted
39,484
39,484
—
Vested
( 40,608 )
—
—
Forfeited
( 12,000 )
—
—
Stock dividends accrued
—
454
4,494
Balance at June 30, 2025
3,952,920
326,907 (1)
1,421,065
_____________________________
(1) Includes 145,251 deferred RSUs that have vested.
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16. Earnings Per Share
The following tables set forth reconciliations
of the basic and diluted earnings per share computations for the periods presented:
Three Months Ended
June 30,
Six Months Ended
June 30,
Basic Earnings per Share
2025
2024
2025
2024
Net income
$ 24,777
$ 21,759
$ 49,406
$ 43,870
Less: Income distributed to participating securities
—
( 462 )
—
( 924 )
Less: Undistributed income allocable to participating securities
—
( 1,603 )
( 24 )
( 3,260 )
Net income available to common stockholders — Basic EPS
$ 24,777
$ 19,694
$ 49,382
$ 39,686
Weighted average common shares (in thousands)
143,076
146,896
142,830
146,680
Basic earnings per share
$ 0.17
$ 0.13
$ 0.35
$ 0.27
Three Months Ended
June 30,
Six Months Ended
June 30,
Diluted Earnings per Share
2025
2024
2025
2024
Net income available to common stockholders
$ 24,777
$ 19,694
$ 49,382
$ 39,686
Add back: Undistributed income allocable to participating securities
—
1,603
24
3,260
Less: Reallocation of undistributed income allocable to participating securities considered potentially dilutive
—
( 1,561 )
( 23 )
( 3,182 )
Net income available to common stockholders — Diluted EPS
$ 24,777
$ 19,736
$ 49,383
$ 39,764
Weighted Average Diluted Shares (in thousands):
Weighted average common shares
143,076
146,896
142,830
146,680
Dilutive effect of common stock equivalents, excluding participating securities
3,564
4,312
3,601
3,962
Weighted average diluted shares, excluding participating securities (in thousands)
146,640
151,208
146,431
150,642
Diluted earnings per share
$ 0.17
$ 0.13
$ 0.34
$ 0.26
Diluted earnings per share presented above is
calculated using the two-class method as this method results in the lowest diluted earnings per share amount for common stock. Total antidilutive
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 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
June 30,
Six Months Ended
June 30,
Reconciliation of Weighted Average Diluted Shares (in thousands)
2025
2024
2025
2024
Weighted average diluted shares as disclosed on the Consolidated Statements of Operations
146,640
166,359
146,513
165,872
Less: Participating securities
Weighted average shares of common stock issuable upon conversion of the Series A Preferred Stock
—
( 14,750 )
—
( 14,750 )
Potentially dilutive restricted stock awards
—
( 401 )
( 82 )
( 480 )
Weighted average diluted shares used to calculate diluted earnings per share as disclosed in the table above
146,640
151,208
146,431
150,642
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17. Income Taxes
Effective Income Tax Rate – Three and Six Months Ended
June 30, 2025
The Company’s effective income tax rate
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
earnings.
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
and a lower tax rate on foreign earnings. These items were partly offset by state and local income taxes.
Effective Income Tax Rate – Three and Six Months Ended
June 30, 2024
The Company’s effective income tax rate
during the three months ended June 30, 2024 was 26.3 %, resulting in income tax expense of $ 7,767 . The effective income tax rate differs
from the federal statutory tax rate of 21 % primarily due to non-deductible executive compensation, an increase in the deferred tax asset
valuation allowance on losses recognized on the Company’s investments and state and local income taxes. These items were partly
offset by a lower tax rate on foreign earnings.
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. These
items were partly offset by a lower tax rate on foreign earnings and tax windfalls associated with the vesting of stock-based compensation
awards.
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 six months ended June 30, 2025:
Six Months Ended
June 30, 2025
United States - Federal
$ 3,716
United States - State and local
1,820
United Kingdom
7,897
Other
35
$ 13,468
Deferred Tax Assets
A summary of the components of the Company’s
deferred tax assets at June 30, 2025 and December 31, 2024 is as follows:
June 30, 2025
December 31, 2024
Deferred tax assets:
Capital losses
$ 6,757
$ 21,984
Accrued expenses
3,249
6,465
Stock-based compensation
1,706
2,843
NOLs—Foreign
1,054
1,024
Interest carryforward.
641
—
Goodwill and intangible assets
610
705
Operating lease liabilities
419
95
Software capitalization
294
199
Foreign currency translation adjustment
—
427
Other
319
331
Deferred tax assets
15,049
34,073
Deferred tax liabilities:
Foreign currency translation adjustment
1,026
—
Fixed assets and prepaid assets
559
246
Unrealized gains
566
76
Right of use assets—operating leases
418
95
Unremitted earnings—European subsidiaries
144
92
Deferred tax liabilities
2,713
509
Total deferred tax assets less deferred tax liabilities
12,336
33,564
Less: Valuation allowance
( 6,191 )
( 21,908 )
Deferred tax assets, net
$ 6,145
$ 11,656
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Capital Losses – U.S.
The Company’s tax effected capital losses
at June 30, 2025 were $ 6,757 . These capital losses expire between the years 2025 and 2030. During the six months ended June 30, 2025,
tax effected capital losses in the amount of $ 15,294 expired.
Net Operating Losses – Europe
One of the Company’s European subsidiaries
generated net operating losses (“NOLs”) outside the U.S. These tax effected NOLs, all of which are carried forward indefinitely,
were $ 1,054 at June 30, 2025.
Valuation Allowance
The Company’s valuation allowance has
been established on its net capital losses (net of unrealized gains), as it is more-likely-than-not that these deferred tax assets will
not be realized.
Income Tax Examinations
The Company is subject to U.S. federal income
tax as well as income tax of multiple state, local and certain foreign jurisdictions. 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 June
30, 2025 and December 31, 2024.
Undistributed Earnings of Foreign Subsidiaries
ASC 740-30, Income Taxes, provides guidance
that U.S. companies do not need to recognize tax effects on foreign earnings that are indefinitely reinvested. The Company repatriates
earnings of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 144 and $ 92 at June 30, 2025 and December
31, 2024, respectively.
U.S. Tax Reform
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. The OBBBA
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.
18. Shares Repurchased
On February 22, 2022, the Company’s Board
of Directors approved an increase of $ 85,709 to the Company’s share repurchase program to $ 100,000 and extended the term for three
years through April 27, 2025 . On February 24, 2025, the Company’s Board of Directors approved another increase of $ 129,158 to the
repurchase program, bringing the total authorization to $ 150,000 , and extended the program’s term for another three years through
April 27, 2028 . Included under the Company’s share repurchase program are purchases to offset future equity grants made under the
Company’s equity plans and purchases made in open market or privately negotiated transactions. This authority may be exercised from
time to time, subject to regulatory considerations. The timing and actual number of shares repurchased will depend on a variety of factors
including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The
repurchase program may be suspended or terminated at any time without prior notice. Shares repurchased under this program are returned
to the status of authorized and unissued on the Company’s books and records.
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 June 30, 2025, $ 149,980 remained under
this program for future purchases.
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19. Goodwill and Intangible Assets
Goodwill
The table below sets forth goodwill which is
tested annually for impairment on November 30 th :
Total
Balance at January 1, 2025
$ 86,841
Changes
—
Balance at June 30, 2025
$ 86,841
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.
The remainder of the goodwill is deductible for U.S. tax purposes.
Intangible Assets
The table below sets forth the Company’s
intangible assets which are tested annually for impairment on November 30 th :
Balance at June 30, 2025
Item
Gross Asset
Accumulated
Amortization
Net Asset
ETFS Acquisition
$ 601,247
$ —
$ 601,247
Software development
8,178
( 3,189 )
4,989
Balance at June 30, 2025
$ 609,425
$ ( 3,189 )
$ 606,236
Balance at December 31, 2024
Item
Gross Asset
Accumulated
Amortization
Net Asset
ETFS Acquisition
$ 601,247
$ —
$ 601,247
Software development
6,855
( 2,206 )
4,649
Balance at December 31, 2024
$ 608,102
$ ( 2,206 )
$ 605,896
ETFS Acquisition (Indefinite-Lived)
In connection with the ETFS Acquisition, which
was completed on April 11, 2018 , the Company identified intangible assets valued at $ 601,247 related to the right to manage AUM through
customary advisory agreements. These intangible assets were determined to have indefinite useful lives and are not deductible for tax
purposes.
Software Development (Finite-Lived)
Internally-developed software is amortized over
a useful life of three years . 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
$ 1,145
2026
2,113
2027
1,214
2028 and thereafter
517
Total expected amortization expense
$ 4,989
The weighted-average remaining useful life of
the finite-lived intangible assets is 2.3 years.
20. Segment Information
The Company, through its subsidiaries in the
U.S. 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 in Note 2.
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The key measures of segment profit or loss that
the CODM uses to allocate resources and assess performance are the Company’s consolidated net income, as reported on the Consolidated
Statements of Operations, as well as adjusted operating income and adjusted operating income margin, which are exclusive of items that
are non-recurring or not core to the Company’s operating business.
The table below discloses these key measures
and is inclusive of a reconciliation of the Company’s operating income and operating income margin as computed under U.S. GAAP to
the Company’s Non-GAAP adjusted operating income and adjusted operating income margin utilized by the CODM:
Three Months Ended
June 30,
Six Months Ended
June 30,
2025
2024
2025
2024
Operating revenues
$ 112,621
$ 107,034
$ 220,703
$ 203,872
Operating income
34,632
33,511
68,794
61,461
Add back: Expenses incurred in response to an activist campaign
—
4,271
—
4,966
Add back: Acquisition-related costs
1,967
—
1,967
—
Adjusted operating income
$ 36,599
$ 37,782
$ 70,761
$ 66,427
Operating income margin
30.8 %
31.3 %
31.2 %
30.1 %
Adjusted operating income margin
32.5 %
35.3 %
32.1 %
32.6 %
Expenses incurred in response to an activist
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
of Operations are significant and there are no other significant segment expenses that would require disclosure. Assets provided to the
CODM are consistent with those reported on the Consolidated Balance Sheets with particular emphasis on the Company’s available liquidity,
including its cash, cash equivalents and restricted cash, financial instruments owned, accounts receivable and securities held-to-maturity,
reduced by current liabilities, seed capital and regulatory capital requirements.
There are no intra-entity sales or transfers
and no significant expense categories regularly provided to the CODM beyond those disclosed in the Consolidated Statements of Operations.
The CODM manages the business using consolidated expense information, adjusted for items that are non-recurring or not core to the Company’s
operating business as disclosed in the table above, as well as regularly provided budgeted or forecasted expense information for the single
operating segment.
Information related to the Company’s products
and services and geographical distribution of revenues is disclosed in Note 13.
21. 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. The
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
matters; 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
type. The Company has agreed to guarantee the timely payment and performance of each of the obligations of the Purchaser under the Purchase
Agreement.
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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
and effect. 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
cap.
The Company evaluated subsequent events through
the date of issuance of the consolidated financial statements. There were no other events requiring disclosure.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.