What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-06 compared with 2025-08-06 · 396 added, 323 removed, 511 unchanged (58% of the section changed)

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materially differ from our current expectations, please see Item 1A “Risk Factors” in our Annual Report on Form 10-K for the

fiscal year ended December 31, 2024.

We assume no obligation to update or revise publicly any forward-looking statements, whether as a

result of new information, future events or otherwise, unless required by law.

fiscal year ended December 31, 2024 and in subsequent reports filed with or furnished to the SEC.

We assume no obligation to update or

revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by

Executive Summary

We are a global financial innovator, offering

a diverse suite of ETPs, models, solutions, as well as digital asset-related products.

Our offerings empower investors to shape their

financial future and equip financial professionals to grow their businesses.

Leveraging the latest financial infrastructure, we create

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

Building on our heritage of innovation, we offer

next-generation digital products and services related to tokenized real world assets and stablecoins, including Digital Funds, as well

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

As of June 30, 2025, we managed approximately

$126.1 billion in AUM.

Our ETPs span a broad range of strategies including equities, fixed income, commodities, leveraged-and-inverse,

currency, alternatives and cryptocurrency exposures.

We have launched many first-to-market products and pioneered a unique alternative-weighting

approach called “Modern Alpha” that combines the outperformance potential of active management with the cost effective benefits

of passive management.

We are a global financial innovator,

offering a diverse suite of ETPs, models, solutions, as well as digital asset-related products.

Our offerings empower investors to

shape their financial future and equip financial professionals to grow their businesses.

Leveraging the latest financial

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

Building on our

heritage of innovation, we offer next-generation digital products and services related to tokenized real world assets and

stablecoins, including Digital Funds, as well as our institutional platform, WisdomTree Connect, and blockchain-native digital

wallet, WisdomTree Prime.

As of September 30, 2025, we managed

approximately $137.2 billion in AUM.

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

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

We have launched many first-to-market

products and pioneered a unique alternative-weighting approach called “Modern Alpha” that combines the outperformance

potential of active management with the cost effective benefits of passive management.

Our products are distributed across all major

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on November 7, 2022.

Pending Acquisition of Ceres Partners, LLC (“Ceres”)

On July 31, 2025, we entered

into an Equity Purchase Agreement (the “Purchase Agreement”) with Ceres, pursuant to which we agreed to acquire all of the

issued and outstanding equity interests of Ceres (the “Ceres Acquisition”), a leading U.S.-based alternative asset manager

specializing in farmland investments.

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.

Pursuant to the Purchase Agreement,

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

Acquisition of Ceres Partners, LLC (“Ceres”)

On July 31, 2025, we and WisdomTree Farmland

Holdings, Inc., our wholly-owned subsidiary (the “Purchaser”), entered into an Equity Purchase Agreement (the “Ceres

Purchase Agreement”) with Ceres Partners, LLC (“Ceres”), 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”),

a leading U.S.-based alternative asset manager specializing in farmland investments.

On October 1, 2025, the Purchaser completed

the Ceres acquisition for aggregate consideration consisting of (i) $275.0 million in cash, 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 (“CAGR”) in revenue of 12% to 22% during the earnout measurement

period of January 1, 2025 through December 31, 2029.

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WisdomTree ETPs

We offer ETPs covering equity, fixed income,

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

The chart below sets forth the asset mix of our ETPs

at June 30, 2025, March 31, 2025, and June 30, 2024:

We offer ETPs covering equity, commodities

and currency, fixed income, cryptocurrency, leveraged-and-inverse and alternatives.

The chart below sets forth

the asset mix of our ETPs at September 30, 2025, June 30, 2025 and September 30, 2024:

Market Environment

The second quarter of 2025 was dominated by

uncertainty over U.S.

trade tariffs.

However, equities made gains as the initially announced tariffs were later suspended and recession

fears receded.

In fixed income markets, the focus began to turn from interest rate cuts to worries over debt sustainability.

In commodities,

the S&P GSCI Index declined in the quarter and both the energy and agriculture components were weak.

Digital asset markets were shaped by major regulatory

and institutional developments amid macroeconomic uncertainty.

Both Bitcoin and Ethereum returned more than 30% during the quarter.

Senate passed the GENIUS Act, providing long-awaited clarity for stablecoin regulation.

Stablecoins are now being implemented by some of the largest financial institutions, fintech firms and crypto

native issuers globally.

Global financial markets posted strong gains

in the third quarter, driven by robust artificial intelligence and technology demand, solid corporate earnings, and a well-anticipated

Federal Reserve rate cut.

A weaker U.S.

dollar supported emerging markets.

Commodities experienced record-setting rallies in gold and

silver, while credit and digital assets also performed well.

Amid the strong rally, elevated stock valuations, persistent inflation and

ongoing geopolitical tensions continued to present potential challenges for markets.

During the quarter, the S&P 500, the MSCI

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dollar) and gold prices increased by 8.1%, 5.4%, 4.3% 10.6%, 10.9% and 16.4%, respectively.

dollar weakened 8.2%, 6.0% and

3.7%, respectively, versus the euro, British pound and Japanese yen during the quarter.

dollar was essentially unchanged

versus the euro and weakened 2.1% and 2.8%, respectively, versus the British pound and Japanese yen during the quarter.

Listed ETF Industry Flows

listed ETF industry net flows were $315.1

billion for the three months ended June 30, 2025.

equity and fixed income gathered the majority of those flows.

billion for the three months ended September 30, 2025.

Fixed income and U.S.

equity gathered the majority of those flows.

European Listed ETP Industry Flows

European listed ETP industry net flows were

$54.9 billion for the three months ended June 30, 2025.

$77.6 billion for the three months ended September 30, 2025.

Equity and fixed income gathered the majority of those flows.

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listed exchange traded funds,

listed ETFs, increased from $80.5 billion at March 31, 2025 to $85.2 billion at June 30, 2025 due to market appreciation and net

listed ETFs, increased from $85.2 billion at June 30, 2025 to $88.3 billion at September 30, 2025 due to market appreciation,

partly offset by net outflows.

European Listed ETPs

The AUM of our European listed (including internationally

cross-listed) ETPs, or European listed ETPs, increased from $35.1 billion at March 31, 2025 to $40.5 billion at June 30, 2025 due to market

appreciation and net inflows.

cross-listed) ETPs, or European listed ETPs, increased from $40.5 billion at June 30, 2025 to $48.3 billion at September 30, 2025 due

to market appreciation and net inflows.

Digital Assets

The AUM of our digital assets products increased

from $0.4 billion at June 30, 2025 to $0.6 billion at September 30, 2025 due to net inflows.

Substantially all current quarter inflows

were into the WisdomTree Government Money Market Digital Fund.

Consolidated Operating Results

The following table sets forth our revenues

and net income/(loss) for the most recent five quarters.

● Revenues – Total revenues increased 5.2% from the three months ended June 30, 2024 to $112.6 million in the comparable

period in 2025 due to higher average AUM, partly offset by a lower average advisory fee.

● Expenses – Total operating expenses increased 6.1% from the three months ended June 30, 2024 to $78.0 million in the

comparable period in 2025 primarily due to acquisition-related costs and higher compensation expense arising from increased headcount,

as well as higher third-party distribution fees and fund management and administration expenses.

These increases were partly offset by

lower professional fees.

● Other Income/(Expenses) – Other income/(expenses) includes interest income and interest expense, impairments and other

losses and gains.

and net (loss)/income for the most recent five quarters.

● Revenues – Total revenues increased 11.0% from the three months ended September 30, 2024 to $125.6 million in the comparable

period in 2025 due to higher average AUM and higher other revenues attributable to our European listed ETPs, partly offset by a lower

average advisory fee.

Other income for the three months ended September 30, 2024 also included $3.7 million of other revenues related

to legal and other related expenses incurred in connection with a settlement with the SEC regarding certain statements about the ESG screening

process for three ETFs advised by WisdomTree Asset Management, Inc.

(the “SEC ESG Settlement”) that were covered by insurance.

● Expenses – Total operating expenses increased 10.5% from the three months ended September 30, 2024 to $80.0 million in

the comparable period in 2025 primarily due to higher compensation expense, acquisition-related costs, fund management and administration

expenses and third-party distribution fees.

These increases were partly offset by lower professional fees, as the third quarter of 2024

included $3.7 million of legal and other related expenses incurred in connection with the SEC ESG Settlement that were covered by insurance.

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

of convertible notes and other gains and losses.

Further information is provided herein.

● Net income – We reported net income of $24.8 million and $21.8 million during the three months ended June 30, 2025 and

2024, respectively.

● Net income – We reported net income/(loss) of $19.7 million and ($4.5) million during the three months ended September

30, 2025 and 2024, respectively.

Guidance Update for the Year Ending December 31, 2025

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ending December 31, 2025 is currently estimated to range from 28% to 30% (unchanged from our guidance provided last quarter) and takes

into consideration planned hires as well as year-end compensation adjustments and the annualization of hires made during 2024.

also considers variability in incentive compensation with drivers including the magnitude of our flows, revenues and operating income

growth, margin expansion and our stock price performance in relation to our peers.

A range is provided in consideration of uncertain market

into consideration the recently completed Ceres Acquisition, planned hires as well as year-end compensation adjustments and the annualization

of hires made during 2024.

The range also considers variability in incentive compensation with drivers including the magnitude of our

flows, revenues and operating income growth, margin expansion and our stock price performance in relation to our peers.

A range is provided

in consideration of uncertain market conditions.

Discretionary Spending

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professional fees, occupancy and equipment, depreciation and amortization and other expenses.

During the six months ended June 30, 2025,

During the nine months ended September 30,

2025, our discretionary spending was $51.6 million, exclusive of acquisition-related costs incurred to date.

We currently estimate our discretionary

spending (exclusive of acquisition-related costs) for the year ending December 31, 2025 to range from $68.0 million to $72.0 million (unchanged

from our guidance range provided last quarter).

We estimate the impact of foreign exchange rates to adversely impact our forecasted expenses

by approximately $3.0 million if British pound and euro foreign exchange rates at June 30, 2025 were to remain constant during the remainder

This is offset by incremental revenues earned on foreign denominated revenues such that the overall impact of foreign exchange

rates to our overall net operating results is immaterial.

We currently estimate our

discretionary spending (exclusive of acquisition-related costs) for the year ending December 31, 2025 to range from $68.0 million to $72.0

million (unchanged from our guidance range provided last quarter).

We define gross margin as total operating revenues

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Gross margin percentage is calculated as gross margin divided by total operating revenues.

Our gross margin was 81.0% during the six months ended June 30, 2025.

For the year ending December 31, 2025, we currently estimate that

our gross margin percentage will be 81.0% to 82.0% (unchanged from our guidance range provided last quarter).

Our gross margin was 81.4% during the nine months ended September 30, 2025.

For the year ending December 31, 2025, we currently estimate

that our gross margin percentage to be approximately 82.0% (previously 81.0% to 82.0%) taking into consideration the recently completed

Ceres Acquisition.

Third-Party Distribution Fees

We currently estimate third-party distribution

expense to be approximately $14.0 million to $15.0 million (previously $11.0 million to $12.0 million) for the year ending December 31,

2025, due to strong organic growth and AUM expansion across our distribution platforms.

expense for the year ending December 31, 2025 to be approximately $14.0 million to $15.0 million (unchanged from our guidance range provided

last quarter), which is dependent upon the AUM growth on our respective platforms.

Interest Expense

We currently estimate our interest expense for

the year ending December 31, 2025 to be $22.0 million (unchanged from our guidance range provided last quarter), which is inclusive of

approximately $2.0 million of interest cost we are required to impute under U.S.

GAAP related to our interest-free financing of the shares

of Series C Non-Voting Convertible Preferred Stock (the “Series C Preferred Stock”) we repurchased from Gold Bullion Holdings

(Jersey) Limited (“GBH”), a subsidiary of the World Gold Council, in November 2023.

the year ending December 31, 2025 to be $31.0 million (previously $22.0 million), taking into consideration the $475.0 million in aggregate

principal amount of 4.625% Convertible Senior Notes due 2030 (the “2030 Notes”) issued in August 2025 to facilitate the Ceres

This guidance is also inclusive of approximately $2.0 million of interest costs we are required to impute under U.S.

related to our interest-free financing of the shares of Series C Non-Voting Convertible Preferred Stock (the “Series C Preferred

Stock”) we repurchased in November 2023 from Gold Bullion Holdings (Jersey) Limited (“GBH”), a subsidiary of the World

Gold Council.

Interest Income

We currently estimate our interest income for

the year ending December 31, 2025 to be $8.0 million (unchanged from the guidance range provided last quarter), based upon the magnitude

of our forecasted interest-earning assets.

the year ending December 31, 2025 to be approximately $10.0 million to $11.0 million (previously $8.0 million), as we temporarily invested

the proceeds received from the issuance of the 2030 Notes prior to completing the Ceres Acquisition.

Income Tax Expense

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Weighted Average Diluted Shares

We currently estimate our weighted average diluted

shares to be between 147.0 million and 148.0 million (previously 147.0 million and 149.0 million) during the year ending December 31,

This guidance does not take into consideration any variability in shares associated with our Convertible Notes.

While our Convertible

Notes require principal to be paid in cash, our diluted shares would need to be increased for any incremental shares associated with an

exercise of the conversion option if our stock price exceeds the applicable conversion price of our Convertible Notes of $9.54 per share

for the 5.75% Convertible Senior Notes due 2028, $11.04 per share for the 3.25% Convertible Senior Notes due 2026 and $11.82 per share

for the 3.25% Convertible Senior Notes due 2029.

Our weighted average diluted shares for the

three months ended September 30, 2025 were 150.7 million.

We currently estimate our weighted average diluted shares to be between 146.0

million and 149.0 million for the three months ending December 31, 2025.

This guidance reflects the full-quarter impact of 6.8 million

shares of common stock repurchased in August 2025 in connection with the issuance of the 2030 Notes.

It also includes approximately 5.0

million incremental shares associated with our Convertible Notes, assuming a stock price of approximately $13.00 to $14.00 per share.

While our Convertible Notes require principal to be paid in cash, our diluted shares are increased for any incremental shares associated

with an assumed conversion if our stock price exceeds the applicable conversion price of our Convertible Notes of $9.54 per share for

the 5.75% Convertible Senior Notes due 2028, $11.04 per share for the 3.25% Convertible Senior Notes due 2026, $11.82 per share for the

3.25% Convertible Senior Notes due 2029 and $19.15 per share for the 2030 Notes.

Increases in our stock price will increase the incremental

shares impacting our diluted share count, while decreases in our stock price will reduce the overall impact.

Key Operating Statistics

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Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

GLOBAL ETPs (in millions )

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Digital Assets—Jan.

Inflows/(outflows)

Market appreciation

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Average advisory fee during the period

Number of products—end of the period

Number of products-end of period

LISTED ETFs ($ in millions )

Beginning of period assets

Market appreciation/(depreciation)

(Outflows)/inflows

Market appreciation

End of period assets

Average assets during the period

Number of ETFs – end of the period

Number of ETFs-end of period

EUROPEAN LISTED ETPs ($ in millions )

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Average assets during the period

Number of ETPs—end of the period

Number of ETPs-end of period

DIGITAL ASSETS ($ in millions )

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Digital Assets—Jan.

Market appreciation/(depreciation)

Market appreciation

End of period assets

Average assets during the period

Number of products—end of the period

PRODUCT CATEGORIES (in millions )

Number of products-end of period

Beginning of period assets

Digital Assets—Jan.

Market appreciation/(depreciation)

Market appreciation

End of period assets

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Digital Assets—Jan.

Inflows/(outflows)

Market appreciation

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Average assets during the period

Three Months Ended

Six Months Ended

International Developed Market Equity

Beginning of period assets

Digital Assets—Jan.

Market appreciation/(depreciation)

Inflows/(outflows)

Market appreciation

End of period assets

Average assets during the period

International Developed Market Equity

Three Months Ended

Nine Months Ended

September 30,

Beginning of period assets

Digital Assets—Jan.

(Outflows)/inflows

Market appreciation

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Beginning of period assets

Inflows/(outflows)

Market appreciation/(depreciation)

(Outflows)/inflows

Market appreciation

End of period assets

Average assets during the period

Leveraged & Inverse

Cryptocurrency

Beginning of period assets

Inflows/(outflows)

Digital Assets—Jan.

Market appreciation

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Average assets during the period

Cryptocurrency

Leveraged & Inverse

Beginning of period assets

Digital Assets—Jan.

Inflows/(outflows)

Market appreciation/(depreciation)

(Outflows)/inflows

Market appreciation

End of period assets

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Beginning of period assets

Market appreciation/(depreciation)

Market appreciation

End of period assets

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_____________________________

(1) Includes 17 digital assets products, which were

launched prior to January 1, 2025.

Three Months Ended June 30, 2025 Compared to Three Months Ended

June 30, 2024

(1) Includes 17 digital assets products, which were launched prior to January 1, 2025.

Three Months Ended September 30, 2025 Compared to Three Months

Ended September 30, 2024

Selected Operating and Financial Information

Three Months Ended

September 30,

AUM (in millions)

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Advisory fee revenues increased 12.6% from $101.7

million during the three months ended June 30, 2024 to $103.2 million in the comparable period in 2025 due to higher average AUM, partly

offset by a lower average advisory fee.

Our average advisory fee was 0.37% during the three months ended June 30, 2024 and 0.35% during

the three months ended June 30, 2025.

million during the three months ended September 30, 2024 to $114.5 million in the comparable period in 2025 due to higher average AUM,

partly offset by a lower average advisory fee.

Our average advisory fee was 0.37% during the three months ended September 30, 2024 and

0.35% during the three months ended September 30, 2025.

Other revenues

Other revenues increased 15.9% from $8.1 million

during the three months ended June 30, 2024 to $9.4 million in the comparable period in 2025 due to higher other revenues attributable

to our European listed ETPs.

Other revenues decreased by $0.4 million during

the three months ended September 30, 2025.

The three months ended September 30, 2024 included $3.7 million related to legal and other

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

This item was largely offset by higher

other revenues attributable to our European listed products.

Operating Expenses

Three Months Ended

September 30,

(in thousands)

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Three Months Ended

September 30,

As a Percent of Revenues:

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Compensation and benefits expense increased

6.6% from $30.8 million during the three months ended June 30, 2024 to $32.8 million in the comparable period in 2025 due to increased

Headcount was 304 and 321 at June 30, 2024 and 2025, respectively.

14.9% from $29.4 million during the three months ended September 30, 2024 to $33.8 million in the comparable period in 2025 due to higher

incentive compensation and increased headcount.

Headcount was 314 and 338 at September 30, 2024 and 2025, respectively.

Fund management and administration

Fund management and administration expense increased

5.5% from $20.1 million during the three months ended June 30, 2024 to $21.3 million in the comparable period in 2025 primarily due to

higher average AUM.

6.4% from $21.0 million during the three months ended September 30, 2024 to $22.4 million in the comparable period in 2025 primarily due

to higher average AUM.

We had 78 U.S.

listed ETFs and 272 European listed ETPs at June 30, 2024 compared to 81 U.S.

listed ETFs, 285 European

listed ETPs and 17 digital assets products at June 30, 2025.

listed ETFs and 274 European listed ETPs at September 30, 2024 compared to 84 U.S.

295 European listed ETPs and 18 digital assets products at September 30, 2025.

Marketing and advertising

Marketing and advertising expense increased

4.3% from $5.1 million during the three months ended June 30, 2024 to $5.3 million in the comparable period in 2025 primarily due to higher

spend related to our U.S.

Marketing and advertising expense was essentially

unchanged from the three months ended September 30, 2024.

Sales and business development

Sales and business development expense increased

16.3% from $3.6 million during the three months ended June 30, 2024 to $4.2 million in the comparable period in 2025 primarily due to

increases in travel and events spending.

13.8% from $3.5 million during the three months ended September 30, 2024 to $3.9 million in the comparable period in 2025 primarily due

to increases in travel and events spending.

Professional fees

Professional fees expense decreased 44.5% from

$6.6 million during the three months ended June 30, 2024 to $3.2 million in the comparable period in 2025 as the prior period included

expenses incurred in response to an activist campaign and 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.

ESG Settlement”).

$6.3 million during the three months ended September 30, 2024 to $3.5 million in the comparable period in 2025 as the prior period included

expenses incurred in response to an activist campaign and in connection with the SEC ESG Settlement.

Occupancy, communications and equipment

Occupancy, communications and equipment expense

increased 18.6% from $1.3 million during the three months ended June 30, 2024 to $1.6 million in the comparable period in 2025 primarily

due to higher internet and communications expenses.

was essentially unchanged from the three months ended September 30, 2024.

Depreciation and amortization

Depreciation and amortization expense increased

38.8% from $0.4 million during the three months ended June 30, 2024 to $0.6 million in the comparable period in 2025 primarily due to

higher amortization of capitalized software.

Depreciation and amortization expense was essentially

unchanged from the three months ended September 30, 2024.

Third-party distribution fees

Third-party distribution fees increased 33.3%

from $2.7 million during the three months ended June 30, 2024 to $4.1 million in the comparable period in 2025 due to our strong organic

growth and AUM expansion across our distribution platforms.

from $3.0 million during the three months ended September 30, 2024 to $4.0 million in the comparable period in 2025 due to our strong

organic growth and AUM expansion across our distribution platforms.

Acquisition-related Costs

During the three months ended June 30, 2025,

we recorded $2.0 million of acquisition-related costs, comprised of professional fees related to the Ceres Acquisition.

Other expenses were essentially unchanged from

the three months ended June 30, 2024.

During the three months ended September 30,

2025, we recorded $2.5 million of acquisition-related costs incurred in connection with the Ceres Acquisition.

Other expenses increased 21.0% from $2.5 million

during the three months ended September 30, 2024 to $3.0 million in the comparable period in 2025 primarily due to higher dues, subscriptions

and other miscellaneous expenses.

Other Income/(Expenses)

Three Months Ended

September 30,

(in thousands)

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Interest income

Loss on extinguishment of convertible notes

Other gains and losses, net

Total other expenses, net

Three Months Ended

As a Percent of Revenues:

September 30,

a Percent of Revenues:

Interest expense

Interest income

Loss on extinguishment of convertible notes

Other gains and losses, net

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Interest expense increased 68.4% from $5.0 million

during the three months ended June 30, 2024 to $5.5 million in the comparable period in 2025 due to a higher level of debt outstanding,

partly offset by a lower average interest rate.

Our effective interest rate during the three months ended June 30, 2024 and 2025 was 5.0%

and 3.9%, respectively.

during the three months ended September 30, 2024 to $8.5 million in the comparable period in 2025 due to a higher level of debt outstanding

inclusive of the 2030 Notes issued in August of 2025 to facilitate the Ceres Acquisition, partly offset by a lower average interest rate.

Our effective interest rate during the three months ended September 30, 2024 and 2025 was 4.4% and 4.1%, respectively.

Interest income

Interest income increased 123.7% from $1.8 million

during the three months ended June 30, 2024 to $2.1 million in the comparable period in 2025 due to a

higher level of interest-earning assets.

during the three months ended September 30, 2024 to $4.0 million in the comparable period in 2025 due to

a higher level of interest-earning assets, including from temporarily investing proceeds received from the issuance of the 2030

Notes prior to completing the Ceres Acquisition.

Loss on Extinguishment of Convertible Notes

During the three months ended September 30,

2025, we recognized a loss on extinguishment of convertible notes of $13.0 million arising from the repurchase of $24.0 million in aggregate

principal amount of our 2028 Notes.

Other gains and losses, net

Other gains and losses, net were ($1.3) million

and $0.6 million during the three months ended June 30, 2024 and 2025, respectively.

The three months ended June 30, 2025 includes net

gains of $1.3 million on our financial instruments owned and net gains of $0.6 million on our investments.

These items were partly offset

by $1.4 million of foreign currency remeasurement losses on U.S.

dollars held by foreign subsidiaries.

Gains and losses also generally

arise from the sale of gold earned from management fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other

miscellaneous items.

Other gains and losses, net were ($3.1)

million and $1.3 million during the three months ended September 30, 2024 and 2025, respectively.

The three months ended September

30, 2025 includes net gains of $1.1 million on our financial instruments owned, and net losses of $1.0 million on our investments.

Gains and losses also generally arise from the sale of gold and cryptocurrency earned from management fees paid by our

physically-backed ETPs, foreign exchange fluctuations and other miscellaneous items.

Our effective income tax rate during the three

months ended June 30, 2025 was 22.3%, resulting in income tax expense of $7.1 million.

months ended September 30, 2025 was 33.3%, resulting in income tax expense of $9.8 million.

The effective tax rate differs from the federal

statutory rate of 21.0% primarily due to state and local income taxes, partly offset by a lower tax rate on foreign earnings.

statutory rate of 21.0% primarily due to a 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.

Our effective income tax rate during the three

months ended June 30, 2024 was 26.3%, resulting in income tax expense of $7.8 million.

months ended September 30, 2024 was 216.0%, resulting in income tax expense of $8.4 million.

The effective tax rate differs from the federal

statutory rate of 21.0% primarily due to non-deductible executive compensation, an increase in the deferred tax asset valuation allowance

on losses recognized on our investments and state and local income taxes.

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

Six Months Ended June 30, 2025 Compared to Six Months Ended June

statutory rate of 21.0% primarily due to a non-deductible loss on extinguishment of the 2028 Notes, a non-deductible civil money penalty

of $4.0 million 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.

Nine Months Ended September 30, 2025 Compared to Nine Months

Ended September 30, 2024

Selected Operating and Financial Information

Six Months Ended

Nine Months Ended

September 30,

AUM (in millions)

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Advisory fee revenues increased 8.2% from $293.1

million during the six months ended June 30, 2024 to $202.8 million in the comparable period in 2025 primarily due to higher average AUM,

partly offset by a lower average advisory fee.

Our average advisory fee was 0.37% during the six months ended June 30, 2024 and 0.35%

during the comparable period in 2025.

million during the nine months ended September 30, 2024 to $317.3 million in the comparable period in 2025 primarily due to higher average

AUM, partly offset by a lower average advisory fee.

Our average advisory fee was 0.37% during the nine months ended September 30, 2024

and 0.35% during the comparable period in 2025.

Other revenues

Other revenues increased 21.3% from $23.9 million

during the six months ended June 30, 2024 to $17.9 million in the comparable period in 2025 due to higher other revenues attributable

during the nine months ended September 30, 2024 to $29.0 million in the comparable period in 2025 due to higher other revenues attributable

to our European listed products.

This was partly offset by $4.1 million of non-recurring legal and other related expenses incurred in

connection with the SEC ESG Settlement during the nine months ended September 30, 2024 that were covered by insurance.

Operating Expenses

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

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Total operating expenses

Six Months Ended

As a Percent of Revenues:

Nine Months Ended

September 30,

Compensation and benefits

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Compensation and benefits expense increased

7.7% from $61.8 million during the six months ended June 30, 2024 to $66.6 million in the comparable period in 2025 due to higher stock-based

compensation expense and increased headcount.

10.0% from $91.2 million during the nine months ended September 30, 2024 to $100.4 million in the comparable period in 2025 due to higher

incentive compensation and increased headcount.

Fund management and administration

Fund management and administration expense increased

4.7% from $40.1 million during the six months ended June 30, 2024 to $42.0 million in the comparable period in 2025 primarily due to higher

5.3% from $61.1 million during the nine months ended September 30, 2024 to $64.3 million in the comparable period in 2025 primarily due

to higher average AUM.

Marketing and advertising

Marketing and advertising expense increased

6.6% from $9.5 million during the six months ended June 30, 2024 to $10.1 million in the comparable period in 2025 primarily due to higher

spending related to our U.S.

listed products.

Marketing and advertising expense was essentially

unchanged from the nine months ended September 30, 2024.

Sales and business development

Sales and business development expense increased

15.4% from $7.3 million during the six months ended June 30, 2024 to $8.4 million in the comparable period in 2025 primarily due to increases

in travel and events spending.

14.9% from $10.7 million during the nine months ended September 30, 2024 to $12.3 million in the comparable period in 2025 primarily due

to increases in travel and events spending.

Professional fees

Professional fees decreased 42.8% from $16.5 million

during the six months ended June 30, 2024 to $6.0 million in the comparable period in 2025 primarily as the prior period included expenses

incurred in response to an activist campaign and in connection with the SEC ESG Settlement.

during the nine months ended September 30, 2024 to $9.5 million in the comparable period in 2025 primarily as the prior period included

expenses incurred in response to an activist campaign and in connection with the SEC ESG Settlement.

Occupancy, communications and equipment

Occupancy, communications and equipment expense

increased 20.5% from $2.5 million during the three months ended June 30, 2024 to $3.0 million in the comparable period in 2025 primarily

due to higher internet and communications expenses.

increased 18.4% from $3.9 million during the nine months ended September 30, 2024 to $4.6 million in the comparable period in 2025 primarily

due to higher equipment and communication expenses driven by increased headcount.

Depreciation and amortization

Depreciation and amortization expense increased

39.8% from $0.8 million during the six months ended June 30, 2024 to $1.1 million in the comparable period in 2025 due to amortization

of software development costs.

39.0% from $1.2 million during the nine months ended September 30, 2024 to $1.7 million in the comparable period in 2025 primarily due

to higher amortization of internally-developed software.

Third-party distribution fees

Third-party distribution fees increased 40.1%

from $5.0 million during the six months ended June 30, 2024 to $7.2 million in the comparable period in 2025 due to our strong organic

growth and AUM expansion across our distribution platforms.

from $8.0 million during the nine months ended September 30, 2024 to $11.2 million in the comparable period in 2025 due to our strong

organic growth and AUM expansion across our distribution platforms.

Acquisition-related Costs

During the six months ended June 30, 2025, we

recorded $2.0 million of acquisition-related costs, comprised of professional fees related to the Ceres

Other expenses were essentially unchanged from

the six months ended June 30, 2024.

During the nine months ended September 30, 2025,

we recorded $4.4 million of acquisition-related costs incurred in connection with the Ceres Acquisition.

Other expenses increased 11.8% from $7.6 million

during the nine months ended September 30, 2024 to $8.5 million in the comparable period in 2025 primarily due to higher dues, subscriptions

and other miscellaneous expenses.

Other Income/(Expenses)

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

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Interest income

Other gains, net

Loss on extinguishment of convertible notes

Other gains and losses, net

Total other expenses, net

Six Months Ended June 30,

Nine Months Ended

September 30,

As a Percent of Revenues:

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Interest income

Other gains, net

Loss on extinguishment of convertible notes

Other gains and losses, net

Total other expenses, net

Interest expense

Interest expense increased 32.2% from $8.3 million

during the six months ended June 30, 2024 to $10.9 million in the comparable period in 2025 due to a higher level of debt outstanding,

partly offset by a lower average interest rate.

Our effective interest rate during the six months ended June 30, 2024 and 2025 was 5.0%

and 3.9%, respectively.

Interest expense increased 45.9% from $13.3

million during the nine months ended September 30, 2024 to $19.4 million in the comparable period in 2025 due to a higher level of debt

outstanding, inclusive of the 2030 Notes issued in August 2025 to facilitate the Ceres Acquisition, partly offset by a lower average interest

Our effective interest rate during the nine months ended September 30, 2024 and 2025 was 4.8% and 4.0%, respectively.

Interest income

Interest income increased 72.8% from $4.6 million

during the six months ended June 30, 2024 to $4.0 million in the comparable period in 2025 due to a higher level of interest-earning assets.

Other gains, net

Other gains, net were $1.3 million and $0.4

million during the six months ended June 30, 2024 and 2025, respectively.

This period includes net gains on our investments of $0.9 million,

net gains on our financial instruments owned of $0.8 million and $2.4 million of foreign currency remeasurement losses on U.S.

held by foreign subsidiaries.

Gains and losses also generally arise from the sale of gold earned on management fees paid by our physically-backed

gold ETPs, foreign exchange fluctuations and other miscellaneous items.

Our effective income tax rate for the six months

ended June 30, 2025 was 20.6%, resulting in an income tax expense of $12.8 million.

Our tax rate differs from the federal statutory rate

of 21.0% primarily due 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.

Our effective income tax rate for the six months

ended June 30, 2024 was 23.5%, resulting in an income tax expense of $13.5 million.

Our tax rate differs from the federal statutory 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.

during the nine months ended September 30, 2024 to $8.0 million in the comparable period in 2025 due to a higher level of interest-earning

assets, including from temporarily investing proceeds received from the issuance of the 2030 Notes prior to completing the Ceres Acquisition.

Other gains and losses, net

Other gains and losses, net were ($1.8)

million and $1.7 million during the nine months ended September 30, 2024 and 2025, respectively.

The nine months ended September 30,

2025 includes net gains on our financial instruments owned of $1.9 million and $2.4 million of foreign currency remeasurement losses

dollars held by foreign subsidiaries.

Gains and losses also generally arise from the sale of gold and cryptocurrency earned

from management fees paid by our physically-backed ETPs, foreign exchange fluctuations and other miscellaneous items.

Our effective income tax rate for the nine months

ended September 30, 2025 was 24.7%, resulting in an income tax expense of $22.6 million.

Our tax rate differs from the federal statutory

rate of 21.0% primarily due to a non-deductible loss on extinguishment of the 2028 Notes and non-deductible executive compensation.

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

Our effective income tax rate for the nine months

ended September 30, 2024 was 35.6%, resulting in an income tax expense of $21.8 million.

Our tax rate differs from the federal statutory

rate of 21.0% primarily due to a non-deductible loss on extinguishment of the 2028 Notes, a non-deductible civil money penalty of $4.0

million and non-deductible executive compensation.

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

Non-GAAP Financial Measurements

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in the context with our GAAP results.

The non-GAAP financial measurements contained in this Report include:

The non-GAAP financial measurements contained in this Report include the following:

Adjusted Net Income and Diluted Earnings per Share

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Beginning in the second

quarter of 2025, we began excluding these remeasurement effects from our non-GAAP financial measures, as they introduce earnings volatility,

quarter of 2025, we began excluding material remeasurement effects from our non-GAAP financial measures, as they introduce earnings volatility,

are not core to our operations and arise from balances denominated in our reporting currency.

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● Other items:

Acquisition-related costs, losses on extinguishment of convertible notes, a civil money penalty in connection

with the SEC ESG Settlement, gains and losses recognized on our investments, changes in deferred tax asset valuation allowance and expenses

Loss on extinguishment of convertible notes, acquisition-related costs, a civil money penalty in connection with

the SEC ESG Settlement, gains and losses recognized on our investments, changes in deferred tax asset valuation allowance and expenses

incurred in response to an activist campaign are excluded when calculating our non-GAAP financial measurements.

3 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

Adjusted Net Income and Diluted Earnings per Share:

Net income, as reported

September 30,

Net income/(loss), as reported

Loss on extinguishment of convertible notes, net of income taxes

Acquisition-related costs, net of income taxes

Foreign currency remeasurement losses on U.S.

dollar balances, net of income taxes

(Deduct)/add back:

(Gains)/losses on financial instruments owned, net of income taxes

(Deduct)/add back:

(Decrease)/increase in deferred tax asset valuation allowance on financial instruments owned and investments

(Deduct)/add back:

(Gains)/losses recognized on investments, net of income taxes

Gains on financial instruments owned, net of income taxes

Add back/(deduct):

Losses/(gains) recognized on investments, net of income taxes

Imputed interest on payable to GBH, net of income taxes

Tax windfalls upon vesting of stock-based compensation awards

Decrease in deferred tax asset valuation allowance on financial instruments owned and investments

Civil money penalty in connection with the SEC ESG Settlement

Foreign currency remeasurement losses on U.S.

dollar balances, net of income taxes

Expenses incurred in response to an activist campaign, net of income taxes

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our liquidity, capital resources and use of capital to fund our operations:

September 30,

Balance Sheet Data (in thousands):

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Liquid assets

Cash consideration paid to acquire Ceres

Total current liabilities

2 unchanged sentences

Available liquidity

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flow Data (in thousands):

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Increase in cash, cash equivalents and restricted cash (1)

_____________________________

(1) On October 1, 2025, we paid $271.7 million to acquire Ceres.

We consider our available liquidity to be our

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Cash, cash equivalents and restricted cash increased

by $12.5 million during the six months ended June 30, 2025 due to $45.2 million provided from operating activities, $7.5 million increase

in cash flow due to changes in foreign exchange rates and $4.5 million of proceeds from the sale of financial instruments owned, at fair

These increases were partly offset by $15.8 million used to purchase financial instruments owned, at fair value, $12.7 million

used to repurchase our common stock, $8.9 million used to pay dividends, $4.0 million used to purchase investments, $1.9 million of excise

tax paid on common stock repurchased, $1.3 million used to pay for software development and $0.1 million from other activities.

by $374.7 million during the nine months ended September 30, 2025 due to $475.0 million of proceeds from the issuance of the 2030 Notes,

$93.3 million of cash provided by operating activities, $8.9 million of proceeds from the sale of financial instruments owned, at fair

value and $6.3 million increase in cash flow due to changes in foreign exchange rates.

These increases were partly offset by $102.7 million

used to repurchase our common stock, $36.7 million to repurchase a portion of the 2028 Notes, $25.3 million used to purchase financial

instruments owned, at fair value, $17.6 million used to purchase investments, $13.2 million used to pay dividends, $11.1 million used

to pay convertible notes issuance costs, $2.0 million used to pay for software development and $0.2 million from other activities.

Cash, cash equivalents and restricted cash increased

by $3.2 million during the six months ended June 30, 2024 due to $14.2 million used to purchase financial instruments owned, at fair value,

$9.9 million used to pay dividends, $7.8 million used to repurchase our common stock, $1.2 million used to pay for software development

and $0.7 million used for other activities.

These decreases were partly offset by $31.2 million provided by operating activities, $5.3

million of proceeds from the sale of financial instruments owned, at fair value, and $0.5 million of proceeds from the exit from our investment

in Securrency, Inc.

by $47.2 million during the nine months ended September 30, 2024 due to $345.0 million of proceeds from the issuance of the 2029 Notes,

$78.9 million of cash provided by operating activities, $42.3 million of proceeds from the sale of financial instruments owned, at fair

value and $2.1 million provided by other activities.

These increases were partly offset by $143.8 million used to repurchase our Series

A Non-Voting Convertible Preferred Stock, $132.7 million to repurchase a portion of the 2028 Notes, $62.9 million used to repurchase our

common stock, $57.9 million used to purchase financial instruments owned, at fair value, $14.8 million used to pay dividends, $7.7 million

used to pay convertible notes issuance costs and $1.8 million used to pay for software development.

Convertible Notes

We have the following convertible notes outstanding

as of June 30, 2025:

as of September 30, 2025:

● $150.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2026 (the “2026 Notes”);

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● $345.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2029 (the “2029 Notes”);

● $475.0 million in aggregate principal amount of 4.625% Convertible Senior Notes due 2030 (the “2030 Notes”).

Each class of notes were issued pursuant to

4 unchanged sentences

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

As of June 30, 2025, we had an aggregate principal

amount of $520.8 million outstanding of the 2026 Notes, the 2028 Notes and the 2029 Notes (collectively, the “Convertible Notes”).

In connection with the issuance of the 2030

Notes, we repurchased $24.0 million in aggregate principal amount of the 2028 Notes.

As a result of this repurchase, we recognized a loss

on extinguishment of $13.0 million during the three and nine months ended September 30, 2025.

As of September 30, 2025, we had an aggregate

principal amount of $971.8 million 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:

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August 13, 2024

August 14, 2025

Maturity date (unless earlier converted, repurchased or redeemed)

2 unchanged sentences

August 15, 2029

August 15, 2030

Interest rate

3 unchanged sentences

● 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 our 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 our common stock and the conversion rate on each such trading day;

(iii) upon a notice of redemption delivered by us in accordance

with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption;

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.

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 our 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 our common stock and the conversion rate on each such trading day;

(iii) upon a notice of redemption delivered

by us 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, 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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● Redemption price:

We may redeem for cash all or any portion of the Convertible Notes, at our 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 our 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 we provide notice of redemption, during any 30 consecutive

trading day period ending on, and including, the trading day immediately preceding the date on which we provide 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.

We may redeem for cash all or any portion of the Convertible Notes, at our option, (i) on or after August

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 (ii) on or prior to the 45 th scheduled trading day (with respect to the 2030 Notes) or 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 our 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 we provide notice of redemption,

during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide

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.

1 unchanged sentence

Holders of the Convertible Notes have the right to require us 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.

portion of their respective 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:

1 unchanged sentence

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 our 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 our 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 our 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 our common stock based on the aggregate principal amount of Convertible Notes

outstanding), subject to adjustment.

● Seniority and Security:

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However, certain of our subsidiaries are required to maintain a minimum level of regulatory capital, which

at June 30, 2025 was approximately $37.4 million in the aggregate.

Notwithstanding these regulatory capital requirements, we expect that

our main uses of cash will be to fund the ongoing operations of our business.

at September 30, 2025 was approximately $35.9 million in the aggregate.

Notwithstanding these regulatory capital requirements, we expect

that our main uses of cash will be to fund the ongoing operations of our business.

We also maintain a capital return program which includes

1 unchanged sentence

future equity grants made under our equity plans and purchases made in open market or privately negotiated transactions.

During the six months ended June 30, 2025, we

repurchased 1,282,498 shares of our common stock under the repurchase program for an aggregate cost of $12.7 million.

During the nine months ended September 30, 2025,

we repurchased 8,096,862 shares of our common stock under the repurchase program for an aggregate cost of $102.7 million.

Currently, approximately

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We currently have $971.8 million in aggregate

principal amount of Convertible Notes outstanding, of which $150.0 million, $25.8 million and $345.0 million are scheduled to mature on

June 15, 2026, August 15, 2028 and August 15, 2029, in respect of the 2026 Notes, the 2028 Notes and the 2029 Notes, respectively, unless

earlier converted, repurchased or redeemed.

Conditional conversions or a requirement to repurchase the Convertible Notes upon the occurrence

of a fundamental change may accelerate payment.

principal amount of Convertible Notes outstanding, of which $150.0 million, $1.8 million, $345.0 million and $475.0 million are scheduled

to mature on June 15, 2026, August 15, 2028, August 15, 2029 and August 15, 2030 in respect of the 2026 Notes, the 2028 Notes, the 2029

Notes and the 2030 Notes, respectively, unless earlier converted, repurchased or redeemed.

Conditional conversions or a requirement to

repurchase the Convertible Notes upon the occurrence of a fundamental change may accelerate payment.

The Convertible Notes require cash settlement

5 unchanged sentences

above for additional information.

Acquisition of Ceres Partners, LLC – Earnout Consideration

On October 1, 2025, we completed the Ceres Acquisition.

Pursuant to the Ceres Purchase Agreement, up to $225.0 million of earnout consideration is 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, as follows:

● If the revenue CAGR for the earnout period is equal to or less than 12%, then, the aggregate amount of the earnout consideration shall

● If the revenue CAGR for the earnout period is greater than 12% but less than 22%, then, the aggregate amount of the earnout consideration

shall be pro-rated using straight-line interpolation between $0 and $225.0 million;

● If the revenue CAGR for the earnout period is equal to or greater than 22%, then, the aggregate amount of the earnout consideration

shall be $225.0 million.

Payable to GBH

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Total future minimum lease payments with respect

to our operating lease liabilities were $2.1 million at June 30, 2025.

Cash flows generated by our operating activities and existing cash

balances should be sufficient to satisfy the future minimum lease payments.

See Note 10 to our Consolidated Financial Statements for additional

to our operating lease liabilities were $1.9 million at September 30, 2025.

Cash flows generated by our operating activities and existing

cash balances should be sufficient to satisfy the future minimum lease payments.

See Note 10 to our Consolidated Financial Statements

for additional information.

Off-Balance Sheet Arrangements

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output method resulting in the recognition of revenue in the amount for which we have a right to invoice.

Other revenues are earned from swap providers

associated with certain of our European listed ETPs, the nature of which are based on a percentage of the ETPs’ average daily net

Other revenues are earned from swap

providers associated with certain of our European listed ETPs, the nature of which are based on a percentage of the ETPs’ average

daily net assets.

We also earn 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.

is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which we have

a right to invoice.

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 we have a right to invoice.

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 2. Management’s Discussion and Analysis