What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-06 · 419 added, 352 removed, 988 unchanged (44% of the section changed)

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(In Thousands, Except Per Share Amounts)

September 30,

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)

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

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

Income taxes receivable

Cash, cash equivalents and restricted cash (including $ 78,222 and $ 11,282 invested in the WisdomTree Government Money Market Digital Fund at September 30, 2025 and December 31, 2024, respectively) (Note 3)

Financial instruments owned, at fair value (including $ 97,632 and $ 78,540 invested in WisdomTree products at September 30, 2025 and December 31, 2024, respectively) (Note 5)

Accounts receivable (including $ 40,684 and $ 34,959 due from related parties at September 30, 2025 and December 31, 2024, respectively)

Prepaid expenses

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Current liabilities:

Fund management and administration payable

Convertible notes—current (Note 8)

Compensation and benefits payable

Fund management and administration payable

Payable to Gold Bullion Holdings (Jersey) Limited (“GBH”) (Note 9)

Income taxes payable

Operating lease liabilities (Note 10)

Convertible notes—current (Note 8)

Income taxes payable

Accounts payable and other liabilities

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issued and outstanding:

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

140,278 and 146,102 at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating Revenues:

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Interest income

Loss on extinguishment of convertible notes

Other gains and losses, net

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Income tax expense

Earnings per share—basic

Earnings per share—diluted

Net income/(loss)

Earnings/(loss) per share—basic

Earnings/(loss) per share—diluted

Weighted-average common shares—basic

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and Subsidiaries

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income/(Loss)

(In Thousands)

Three Months Ended

Six Months Ended

Other comprehensive income/(loss)

September 30,

Nine Months Ended

September 30,

Net income/(loss)

Other comprehensive (loss)/income

Foreign currency translation adjustment, net of income taxes

Other comprehensive income/(loss)

Comprehensive income

Other comprehensive (loss)/income

Comprehensive income/(loss)

The accompanying notes are an integral part

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(In Thousands)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Comprehensive

Balance—April 1, 2025

Income/(Loss)

Balance—July 1, 2025

Restricted stock issued and vesting of restricted stock units, net

Shares repurchased

Excise taxes – stock repurchases

Stock-based compensation

Other comprehensive income

Balance—June 30, 2025

Three Months Ended June 30, 2024

Other comprehensive loss

Balance—September 30, 2025

Three Months Ended September 30, 2024

Comprehensive

Balance—April 1, 2024

(Loss)/Income

Balance—July 1, 2024

Shares repurchased

Restricted stock issued and vesting of restricted stock units, net

Stock-based compensation

Other comprehensive loss

Balance—June 30, 2024

Repurchase of Series A Non-Voting Convertible Preferred Stock (Note 11)

Excise taxes – stock repurchases

Other comprehensive income

Balance—September 30, 2024

The accompanying notes are an integral part

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(In Thousands)

Six Months Ended June 30, 2025

Months Ended September 30, 2025

Comprehensive

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Shares repurchased

Excise taxes – stock repurchases

Stock-based compensation

Other comprehensive income

Balance—June 30, 2025

Six Months Ended June 30, 2024

Balance—September 30, 2025

Months Ended September 30, 2024

Comprehensive

(Loss)/Income

Balance—January 1, 2024

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Stock-based compensation

Other comprehensive loss

Balance—June 30, 2024

Repurchase of Series A Non-Voting Convertible Preferred Stock (Note 11)

Excise taxes – stock repurchases

Other comprehensive income

Balance—September 30, 2024

The accompanying notes are an integral part

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(In Thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

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Stock-based compensation

Loss on extinguishment of convertible notes

Deferred income taxes

Amortization of issuance costs—convertible notes

Gains on financial instruments owned, at fair value

Depreciation and amortization

Imputed interest on payable to GBH

(Gains)/losses on investments

Gains on financial instruments owned, at fair value

Amortization of right of use asset

Net losses on investments

Changes in operating assets and liabilities:

Accounts receivable

Income taxes payable

Prepaid expenses

Gold and other precious metals

Gold, other precious metals and cryptocurrency

Fund management and administration payable

Compensation and benefits payable

Income taxes payable

Operating lease liabilities

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

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

Proceeds from the exit from investment in Securrency, Inc.

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

Net cash used in investing activities

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Common stock repurchased

Repurchase and maturity of convertible notes

Dividends paid

Excise taxes paid on common stock repurchased

Net cash used in financing activities

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

Issuance costs—convertible notes

Repurchase of Series A Non-Voting Convertible Preferred Stock

Repurchase costs—Series A Non-Voting Convertible Preferred Stock

Proceeds from the issuance of convertible notes

Net cash provided by/(used in) financing activities

Increase in cash flow due to changes in foreign exchange rate

Net increase in cash, cash equivalents and restricted cash

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Organization and Description of Business

WisdomTree, Inc., through its subsidiaries in

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

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

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

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

WisdomTree Prime, and institutional platform, WisdomTree Connect.

WisdomTree, Inc., through its subsidiaries

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

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

The Company has the following wholly-owned operating subsidiaries:

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York State Department of Financial Services.

● Ceres Partners, LLC is an Indiana based investment adviser registered with the SEC, providing investment advisory and other

management services to Ceres Farms, LLC (“Ceres Farms”), an open-ended investment fund whose objective is to generate attractive

total return through the acquisition and management of farmland primarily in the Midwestern United States.

● Ceres Securities, LLC is an Indiana based limited purpose broker-dealer registered with the SEC and FINRA, facilitating

transactions in Ceres Farms.

Acquisition of Ceres Partners, LLC

On July 31, 2025, the Company and WisdomTree

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

(the “Ceres 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.

On October 1, 2025, the Purchaser completed

the Ceres Acquisition for aggregate consideration consisting of (i) $ 275,000 in cash subject to customary post-closing adjustments, including

adjustments to cash, indebtedness and working capital, and (ii) earnout consideration of up to $ 225,000 , payable in 2030, contingent upon

Ceres achieving a compound annual growth rate (“CAGR”) in revenue of 12 % to 22 % during the earnout measurement period of January

1, 2025 through December 31, 2029.

See Note 21 for additional information.

Significant Accounting Policies

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The Company, through its subsidiaries in the

and Europe, is a global financial innovator, offering a diverse suite of ETPs, models, solutions and products leveraging blockchain

and Europe, is a global financial innovator, offering a diverse suite of ETPs, models, solutions, as well as digital asset-related

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

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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.

The Company accounts for business

combinations in accordance with ASC Topic 805, Business Combinations (“ASC 805”), with acquisitions recorded

using the acquisition method.

Transaction costs associated with acquisitions are expensed as incurred.

Contingencies

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

Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid

or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method.

Share-based payment

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

securities, as well as excise tax on stock repurchases.

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

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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

The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning

after December 15, 2027.

On September 18, 2025, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles—Goodwill and

Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which clarifies

and modernizes the accounting for costs related to internal-use software.

The guidance removes all references to project stages in prior

guidance, clarifies the threshold entities apply to begin capitalizing costs and adds more detail to disclosure requirements.

is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting

The Company does not anticipate this standard to have a material impact on its financial statements.

On November 4, 2024, the 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.

On December 14, 2023, the FASB issued 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.

The standard is intended to benefit

stockholders by providing more detailed income tax disclosures that would be useful in making capital allocation decisions.

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.

The Company adopted

this standard on a prospective basis for the year ended December 31, 2024.

See Note 17 for additional information.

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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

cash of $ 555,851 and $ 181,191 at September 30, 2025 and December 31, 2024, respectively, $ 540,874 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.

At September 30, 2025 and December 31, 2024, cash equivalents were approximately $ 199,576 and $ 48,336 , respectively.

Certain of the Company’s subsidiaries

are required to maintain a minimum level of regulatory capital, generally satisfied by cash on hand, which was $ 35,881 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.

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

Of these amounts, $ 11,689 and $ 13,403 at September 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.

Fair Value Measurements

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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:

The hierarchy is broken

down into three levels based on the transparency of inputs as follows:

Level 1 – Quoted prices for identical

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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

During the three and nine months ended September 30, 2025 and 2024,

there were no transfers between Levels 2 and 3.

September 30, 2025

Recurring fair value measurements:

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Other assets—seed capital (WisdomTree Digital Funds):

Other investments

Non-recurring fair value measurements:

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

_____________________________

(1) Fair value determined on September 10, 2025.

Not included in the table above are prospective changes in value due to fluctuations

in the British pound to U.S.

dollar exchange rate.

December 31, 2024

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Non-recurring fair value measurements:

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

Fnality International Limited—Series

B-1 Preference Shares (1)

_____________________________

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

Not included above are prospective

changes in value due to fluctuations in the British pound to U.S.

Not included in the table above

are prospective changes in value due to fluctuations in the British pound to U.S.

dollar exchange rate.

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Investments in Convertible Notes (Note 6)

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Ending balance

_____________________________

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

of Operations.

Financial instruments owned

These instruments consist of the following:

September 30,

Financial instruments owned

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Other assets—seed capital (WisdomTree Digital Funds)

The Company recognized net trading 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

The Company recognized net trading gains on

financial instruments owned that were still held at the reporting dates of $ 680 and $ 1,195 , respectively, during the three and nine months

ended September 30, 2025, and $ 680 and $ 3,023 , respectively, during the comparable periods in 2024, which were recorded in other gains

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

The following is a summary of the Company’s

June 30, 2025

September 30, 2025

December 31, 2024

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Fnality International Limited—Series B-1 Preference Shares

Fnality International Limited—Series C-1 Preference Shares

Quorus Inc.—Series Seed-1 Preferred Stock

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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.

Series B-1 Preference Shares (“Fnality B-1 Shares”) and 3,029,294 Series C-1 Preference Shares (“Fnality C-1 Shares”).

The Fnality B-1 Shares resulted from the conversion of the Company’s investment of £ 6,000 ($ 8,091 ) in convertible notes

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

The Fnality C-1 Shares resulted from (i) a new investment

made by the Company in the amount of £ 10,000 ($ 13,553 ) as part of a qualified equity financing that occurred in September 2025,

and (ii) the conversion of a previously outstanding convertible note issued by Fnality with a cost of $ 674 (previously listed as “other

investments” in the table above).

The Fnality B-1 Shares and the Fnality C-1 Shares are convertible into ordinary shares at the

option of the Company and contain various rights and protections.

The Fnality B-1 Shares carry a 1.0 x liquidation preference, while the

Fnality C-1 Shares carry a 1.5 x liquidation preference, which may be reduced to 1.0 x upon the occurrence of certain conditions, such as

receipt of specified regulatory approvals or a subsequent qualified equity financing.

This investment is accounted for under the measurement

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

During the three months

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

net on the Consolidated Statements of Operations.

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

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

Fair value was determined

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

upon the price paid for shares recently issued.

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

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

The (losses)/gains

recognized by the Company on its investment in Fnality were ($ 969 ) and ($ 49 ), respectively, during the three and nine months ended September

30, 2025 and $ 476 and ($ 920 ), respectively, during the comparable periods in 2024.

These (losses)/gains are recorded in other gains and

losses, net on the Consolidated Statements of Operations and are inclusive of changes in the British pound to U.S.

dollar exchange rate.

The Company’s investment in Fnality Series

B-1 Shares was re-measured to fair value upon the occurrence of the Fnality C-1 Shares qualified equity financing in September 2025.

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):

September 10,

Expected volatility 55 %

Time to exit (in years) 5.00

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.

Probability of regulatory approval or qualified financing before time to exit 100 %

There was no impairment recognized on this investment

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

during the three and nine months ended September 30, 2025 based upon a qualitative assessment.

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

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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.

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

Fixed Assets, Net

The following table summarizes fixed assets:

September 30,

accumulated depreciation

Fixed Assets, Net

Convertible Notes

The Company has the following convertible notes

outstanding as of June 30, 2025:

outstanding as of September 30, 2025:

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

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● $ 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”).

● $ 475,000 in aggregate principal amount of 4.625 % Convertible Senior Notes due 2030 (the “2030 Notes”).

Each class of notes was 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.

In connection with the issuance of the 2030

Notes, the Company repurchased $ 24,030 in aggregate principal amount of the 2028 Notes.

As a result of this repurchase, the Company recognized

a loss on extinguishment of $ 13,011 during the three and nine months ended September 30, 2025.

As of September 30, 2025, the Company had an

aggregate principal amount of $ 971,815 outstanding of the 2026 Notes, the 2028 Notes, the 2029 Notes and the 2030 Notes (collectively,

the “Convertible Notes”).

Key terms of the Convertible Notes are as follows:

2026 Notes 2028 Notes 2029 Notes

2026 Notes 2028 Notes 2029 Notes 2030 Notes

Principal outstanding $ 150,000 $ 1,815 $ 345,000 $ 475,000

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

Issuance date June 14, 2021 February 14, 2023 August 13, 2024 August 14, 2025

Maturity date (unless earlier converted, repurchased or redeemed) June 15, 2026 August 15, 2028 August 15, 2029 August 15, 2030

Interest rate 3.25 % 5.75 % 3.25 % 4.625 %

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● 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.

Payable semiannually in arrears on February 15 and August 15 of each year for the 2030 Notes, the 2029 Notes

and the 2028 Notes and on June 15 and December 15 of each year for the 2026 Notes.

● Conversion price:

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Holders may convert at their option at any time prior to the close of business on the business day immediately

preceding May 15, 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;

preceding May 15, 2030, May 15, 2029, May 15, 2028 and March 15, 2026 for the 2030 Notes, the 2029 Notes, the 2028 Notes and the 2026

Notes, respectively, 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.

On or after May

15, 2030, May 15, 2029, May 15, 2028 and March 15, 2026 in respect of the 2030 Notes, the 2029 Notes, the 2028 Notes and the 2026 Notes,

respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert

their Convertible Notes at any time, regardless of the foregoing circumstances.

● Cash settlement of principal amount:

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The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after August

20, 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.

20, 2027, August 20, 2026, August 20, 2025 and June 20, 2023 in respect of the 2030 Notes, the 2029 Notes, the 2028 Notes and the 2026

Notes, respectively, and on or prior to the 45 th scheduled trading day with respect to the 2030 Notes and the 55 th

scheduled trading day with respect to the 2029 Notes, the 2028 Notes and the 2026 Notes immediately preceding the maturity date, if the

last reported sale price of the Company’s common stock has been at least 130 % of the conversion price for the respective Convertible

Notes then in effect for at least 20 trading days, including the trading day immediately preceding the date on which the Company provides

notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the

date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be

redeemed, plus accrued and unpaid interest to, but excluding the redemption date.

No sinking fund is provided for the Convertible Notes.

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fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption

may result in an increase to the conversion rate, provided that the conversion rate will not exceed 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.

may result in an increase to the conversion rate, provided that the conversion rate will not exceed 75.7003 shares, 103.6269 shares, 167.7853

shares and 144.9275 shares of the Company’s common stock per $ 1,000 principal amount of the 2030 Notes, the 2029 Notes, the 2028

Notes and the 2026 Notes, respectively (the equivalent of 93,752,578 shares of the Company’s common stock based on the aggregate

principal amount of Convertible Notes outstanding), subject to adjustment.

● Seniority and Security:

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The following table provides a summary of the

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

June 30, 2025

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

September 30, 2025

December 31, 2024

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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.

$ 7,984 and $ 17,992 , respectively, during the three and nine months ended September 30, 2025 and $ 4,330 and $ 11,256 , respectively, during

the comparable periods in 2024.

Interest payable of $ 5,750 and $ 5,107 at September 30, 2025 and December 31, 2024, respectively, is included

in accounts payable and other liabilities on the Consolidated Balance Sheets.

The fair value of the Convertible Notes (classified

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

as Level 2 in the fair value hierarchy) was $ 1,155,127 and $ 571,031 , respectively, at September 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.

value of the 2026 Notes, the 2028 Notes and the 2029 Notes was $ 188,859 , $ 2,644 and $ 405,711 , respectively, at September 30, 2025.

if-converted value of the 2030 Notes did not exceed the principal amount at September 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

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

September 30,

Interest expense recognized was $ 482 and $ 1,405 ,

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.

respectively, during the three and nine months ended September 30, 2025 and $ 697 and $ 2,039 , respectively, during the comparable periods

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

The Company has entered into operating leases

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Three Months Ended

Six Months Ended

2025 2024 2025 2024

September 30,

Nine Months Ended

September 30,

Operating lease cost $ 341 $ 328 $ 1,003 $ 976

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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:

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

Remainder of 2025

2027 and thereafter

Total future minimum lease payments (undiscounted)

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

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

Balance Sheets:

Amounts recognized in the Company’s Consolidated Balance Sheets

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Total damages sought by all investors related to the

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

remaining open and appealed claims were approximately € 15,270 ($ 17,910 ) at September 30, 2025.

Additionally, in July 2023, WT Ireland received

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insurance policies, less a $ 500 deductible.

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

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

Variable Interest Entities

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

September 30,

Carrying Amount — Assets:

Fnality International Limited—Series B-1 Preference Shares

Fnality Series B-1 Shares

Fnality Series C-1 Shares

Other investments

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Revenues from contracts with customers:

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Revenues from contracts with customers:

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from related parties which are included as a component of accounts receivable in the Consolidated Balance Sheets:

September 30,

Receivable from WTT

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Advisory services provided to WTT

3 unchanged sentences

The Company also has investments in certain

WisdomTree products of $ 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

WisdomTree products of $ 175,853 and $ 89,822 , respectively, at September 30, 2025 and December 31, 2024.

This includes $ 18,216 and $ 15,616 ,

respectively, of seed investments in certain consolidated affiliated Digital Funds advised by WT Digital Management as of September 30,

2025 and December 31, 2024, as well as $ 5,232 of seed investments in the WisdomTree Government Money Market Digital Fund as of December

31, 2024 (referred to herein as “other assets–seed capital”).

Net unrealized and realized gains related to

trading WisdomTree products were $ 946 and $ 1,742 , respectively, during the three and nine months ended September 30, 2025 and $ 554 and

$ 2,278 , 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.

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

Statements of Operations.

Stock-Based Awards

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target number of PRSUs granted, as follows:

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

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

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

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

● If the relative TSR is below the 25 th percentile, then 0% of the target number of PRSUs granted will vest;

● If the relative TSR is at the 25 th percentile, then 50% of the target number of PRSUs granted will vest;

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

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

the 85 th percentile;

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

Stock-based compensation expense was $ 4,880

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.

and $ 16,645 , respectively, during the three and nine months ended September 30, 2025 and $ 5,197 and $ 15,952 , 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

September 30, 2025

Weighted-Average

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A summary of stock-based compensation award

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

Balance at April 1, 2025

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

Balance at July 1, 2025

Stock dividends accrued

Balance at June 30, 2025

Balance at September 30, 2025

_____________________________

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Basic Earnings per Share

Net income/(loss)

Excise tax on stock repurchases

Loss on repurchase of Series A Non-Voting Convertible Preferred Stock

Income distributed to participating securities

Undistributed income allocable to participating securities

Net income available to common stockholders — Basic EPS

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

Weighted average common shares (in thousands)

Basic earnings per share

Basic earnings/(loss) per share

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Diluted Earnings per Share

Net income available to common stockholders

Net income/(loss) available to common stockholders

Undistributed income allocable to participating securities

Reallocation of undistributed income allocable to participating securities considered potentially dilutive

Net income available to common stockholders — Diluted EPS

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

Weighted average diluted shares (in thousands):

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

Diluted earnings per share

Diluted earnings/(loss) per share

Diluted earnings per share presented above is

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

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.

no antidilutive non-participating common stock equivalents for the three and nine months ended September 30, 2025 and 2024.

Potential common shares associated with the

conversion option embedded in the Convertible Notes for the three and nine months ended September 30, 2025 were 5,780 and 21 , respectively

(shares herein are reported in thousands).

There were no potential common shares associated with the conversion options embedded in the

Convertible Notes included in weighted average diluted shares for the three months ended September 30, 2024 as the Company reported a

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

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

30, 2025 and 2024, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate

diluted earnings per share as disclosed in the table above:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Reconciliation of Weighted Average Diluted Shares (in thousands)

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Participating securities:

Weighted average shares of common stock issuable upon conversion of the Series A Preferred Stock

Weighted average shares of common stock issuable upon conversion of the Series A Non-Voting Convertible Preferred Stock

Potentially dilutive restricted stock awards

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

Effective Income Tax Rate – Three and Six Months Ended

June 30, 2025

_____________________________

(1) Excludes 7,540 participating securities and 5,276 potentially dilutive

non-participating common stock equivalents for the three months ended September 30, 2024, as the Company reported a net loss for the period

(shares herein are reported in thousands).

Effective Income Tax Rate – Three and Nine Months Ended

September 30, 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 .

during the three months ended September 30, 2025 was 33.3 %, resulting in income tax expense of $ 9,816 .

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

from the federal statutory tax rate of 21 % primarily due to non-deductible loss on extinguishment of the 2028 Notes and non-deductible

executive compensation.

These items were partly offset by a lower tax rate on foreign earnings.

The Company’s effective income tax rate

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

during the nine months ended September 30, 2025 was 24.7 %, resulting in income tax expense of $ 22,648 .

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

from the federal statutory tax rate of 21 % primarily due to non-deductible loss on extinguishment of the 2028 Notes and non-deductible

executive compensation.

These items were partly offset by a lower tax rate on foreign earnings.

Effective Income Tax Rate – Three and Nine Months Ended

September 30, 2024

The Company’s effective income tax rate

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

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

The effective income tax rate

differs from the federal statutory tax rate of 21 % primarily due to non-deductible loss on extinguishment of the 2028 Notes, a non-deductible

civil money penalty of $ 4,000 in connection with a settlement with the SEC regarding certain statements about the ESG screening process

for three ETFs advised by WisdomTree Asset Management, Inc.

(the “SEC ESG Settlement”) and non-deductible executive compensation.

These items were partly offset by a lower tax rate on foreign earnings.

The Company’s effective income tax rate

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

The effective income tax rate differs

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

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

from the federal statutory tax rate of 21 % primarily due to non-deductible loss on extinguishment of the 2028 Notes, a non-deductible

civil money penalty of $ 4,000 in connection with the SEC ESG Settlement and non-deductible executive compensation.

These items were partly

offset by a lower tax rate on foreign earnings.

The Company’s effective income tax rate

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

The effective income tax rate differs

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

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

Income Tax Payments

Disclosed below is a summary of income taxes

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

Six Months Ended

June 30, 2025

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

Nine Months Ended

United States - Federal

3 unchanged sentences

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 at September 30, 2025 and December 31, 2024 is as follows:

September 30,

Deferred tax assets:

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Stock-based compensation

Interest carryforward.

Acquisition-related costs.

Goodwill and intangible assets

4 unchanged sentences

Deferred tax liabilities:

Software capitalization

Foreign currency translation adjustment

9 unchanged sentences

The Company’s tax effected capital losses

at June 30, 2025 were $ 6,757 .

at September 30, 2025 were $ 6,760 .

These capital losses expire between the years 2025 and 2030.

During the six months ended June 30, 2025,

During the nine months ended September

30, 2025, tax effected capital losses in the amount of $ 15,294 expired.

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

were $ 1,054 at June 30, 2025.

were $ 888 at September 30, 2025.

Valuation Allowance

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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.

As of September 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

There were no unrecognized tax benefits at September

30, 2025 and December 31, 2024.

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The Company repatriates

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

31, 2024, respectively.

earnings of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 197 and $ 92 at September 30, 2025 and

December 31, 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill

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

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

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

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.

While the OBBBA accelerated certain previously

deferred tax deductions, it did not otherwise have a material impact on the Company’s financial statements.

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

On October 27, 2025, the Company’s Board of Directors approved

an increase of $ 190,038 to the Company’s share repurchase program, bringing the total authorization to $ 250,000 , which expires on

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.

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

Repurchases, which will include purchases to offset future equity awards made under the Company’s equity plans,

may be made from time to time in open market transactions, privately negotiated transactions, block trades or otherwise, in each case

in accordance with applicable securities laws.

The timing, manner, price and amount of any repurchases will be determined at the Company’s

discretion and will depend on a variety of factors including stock price, general business and market conditions, and corporate and regulatory

requirements, as well as other uses of capital and the Company’s liquidity position.

The program does not obligate the Company to

repurchase any particular amount of common stock and may be modified, suspended or discontinued at any time without prior notice.

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

The Company repurchased 6,814,364 and 8,096,862

shares, respectively, of its common stock under this program during the three and nine months ended September 30, 2025 and 5,704,023 and

6,800,301 shares, respectively, during the comparable periods in 2024.

The aggregate cost of the shares repurchased during the three and

nine months ended September 30, 2025 was $ 90,018 and $ 102,732 , respectively, and the aggregate cost of the shares repurchased during the

comparable periods in 2024 was $ 55,050 and $ 62,870 , respectively.

Shares repurchased under this program were returned to the status of

authorized and unissued on the Company’s books and records.

As of November 6, 2025, $ 250,000 remained under

this program for future purchases.

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Balance at January 1, 2025

Balance at June 30, 2025

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

Balance at September 30, 2025

Of the total goodwill of $ 86,841 at September

30, 2025, $ 85,042 is not deductible for tax purposes as the acquisitions that gave rise to the goodwill were structured as stock acquisitions.

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

Balance at June 30, 2025

Balance at September 30, 2025

ETFS Acquisition

Software development

Balance at June 30, 2025

Balance at September 30, 2025

Balance at December 31, 2024

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The Company recognized amortization expense on internally-developed software of $ 476 and $ 1,459 , 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:

during the three and nine months ended September 30, 2025 and $ 384 and $ 1,070 , respectively, during the comparable periods in 2024.

As of September 30, 2025, expected amortization

expense for the unamortized finite-lived intangible assets is as follows:

Remainder of 2025

2028 and thereafter

Total expected amortization expense

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Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Operating revenues

Legal expenses expected to be covered by insurance

Operating revenues, as adjusted

Operating income

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Adjusted operating income margin

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.

Acquisition-related costs for the three and

nine months ended September 30, 2025 include professional fees of $ 2,409 and $ 4,376 , respectively.

Expenses incurred in response to an

activist campaign for the nine months ended September 30, 2024 include $ 4,857 of professional fees.

All expense categories on the Consolidated Statements

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Subsequent Events

Equity Purchase Agreement with Ceres Partners, LLC

On July 31, 2025, the Company and WisdomTree

Farmland Holdings, Inc.

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

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

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

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

subject to the terms and conditions set forth therein.

Pursuant to the Purchase Agreement, the Purchaser

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

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

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

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

The Purchaser, the Sellers and Ceres each have

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

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

The Purchaser and the

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

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

The Sellers and Ceres also have agreed to carry on

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

into the Purchase Agreement and the Closing.

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

The Purchaser

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

The Sellers will be subject

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

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

with the Ceres Acquisition.

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

breaches of certain warranties.

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

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

Simultaneously with the execution of the Purchase

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

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

The Ceres Acquisition is expected to close in

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

regulatory approvals, required consents and financing.

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

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

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

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

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

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

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

The Purchase Agreement will terminate if the

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

breaches not cured prior to December 31, 2025.

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

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

The Company evaluated subsequent events through

the date of issuance of the consolidated financial statements.

There were no other events requiring disclosure.

As previously disclosed in Note 1, the Company

completed its acquisition of Ceres on October 1, 2025.

Pursuant to the Ceres Purchase Agreement, the purchase price consisted of (i) $ 275,000

in cash payable at closing, subject to customary post-closing adjustments, and (ii) earnout consideration of up to $ 225,000 , payable in

2030, contingent upon Ceres achieving a CAGR in revenue of 12 % to 22 % during the earnout measurement period of January 1, 2025 through

December 31, 2029.

The Ceres Acquisition will be accounted for

under the acquisition method of accounting in accordance with ASC 805, which requires an allocation of the

consideration paid by the Company to the identifiable assets and liabilities of Ceres based on the estimated fair values as of the closing

date of the acquisition.

The Company has determined that the earnout

should be classified as contingent consideration since (i) continuing employment is not a condition for payment (except as described below),

(ii) non-employee sellers are entitled to similar payments based upon their relative ownership percentages and (iii) the payment formula

described above is tied to the valuation of the acquired business.

Under ASC 805, contingent consideration must be recognized at the acquisition

date as part of the consideration transferred for the acquired business.

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

What changed 10-Q

Item 1. Financial Statements