What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-25 compared with 2025-02-26 · 696 added, 591 removed, 651 unchanged (66% of the section changed)

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required by law.

We are a global financial innovator, offering a diverse suite of ETPs, models, solutions

and products leveraging blockchain technology.

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 have introduced next-generation digital products and services,

including Digital Funds, tokenized assets, and our blockchain-native digital wallet, WisdomTree Prime, which is currently available in

states, covering approximately 80% of the U.S.

Our institutional platform, WisdomTree Connect, further expands access

to our products.

As of December 31, 2024, we managed approximately $109.8 billion in AUM.

span a broad range of strategies including equities, fixed income, commodities, leveraged-and-inverse, currency, alternatives and cryptocurrency

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 and solutions, private market investments and 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 and transparency and provide an enhanced user experience.

Building on our heritage of innovation, we continue to broaden our capabilities

beyond our core ETP business.

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.

We also have expanded into private assets through our acquisition of Ceres, a leading U.S.-based alternative asset manager specializing

in farmland investments.

As of December 31, 2025, we managed approximately

$144.5 billion in AUM.

Our products 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.

Our products are distributed across all major

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challenges and scale their businesses.

As pioneers in tokenization and blockchain technology,

we view this as the next phase in the evolution in financial services.

Through our digital assets strategy, we are committed to “responsible

DeFi,” aligning with regulatory standards to foster growth in this rapidly evolving space.

We believe that expanding into digital

assets and blockchain-enabled finance complements not only complements our core competencies, but will diversify our revenue streams and

further contribute to our growth.

As pioneers in tokenization and blockchain technology, we view this as

the next phase in the evolution in financial services.

Through our digital assets strategy, we are committed to “responsible DeFi,”

aligning with regulatory standards to foster growth in this rapidly evolving space.

We believe that expanding into digital assets and

blockchain-enabled financial services not only complements our core competencies, but will diversify our revenue streams and further contribute

to our growth.

Executive Summary

Our business continues to build positive momentum

as we advance our long-term strategic initiatives.

We closed 2024 with AUM of $109.8 billion, a year-over-year increase of 9.6%, a testament

to the resilience of our business model and the strength of our product offering.

Through disciplined execution and strategic management,

we achieved record revenues and continued expanding our operating margins.

For the year ended December 31, 2024, our revenues and operating

income increased 22.5% and 56.9%, respectively, compared to the prior year, supported by scale efficiencies and effective cost control,

delivering 700 basis points of operating margin expansion.

This growth, along with recent strategic actions such as the retirement of

our gold royalty obligation in 2023 and our repurchase of the Series A Preferred Stock from ETFS Capital in 2024, has meaningfully enhanced

earnings per share.

Our models strategy, offered through our Portfolio

Solutions program, remains a strong growth driver, with our model portfolios accessible across a number of platforms.

This program provides

advisors with customized evaluations, a suite of off-the-shelf models, and Shared CIO services, where advisors collaborate with our models

investment team to co-manage portfolios for their clients, with options for advisors to delegate trading, rebalancing, and tax optimization

tasks leveraging third-party service providers or platforms, providing flexibility and strategic alignment.

We continue to expand our

reach with new clients and deepen partnerships with platforms such as Merrill Lynch, LPL Financial, UBS, Charles Schwab, Envestnet, Adhesion

The number of advisors utilizing at least one of our models surpassed 2,500, reflecting steady progress as we build deeper

relationships, improve asset retention and create more stable, higher-quality revenue streams with significant growth potential.

Beyond traditional ETPs, we are diversifying

into blockchain and digital assets.

Our blockchain-native wallet, WisdomTree Prime, provides direct-to-consumer access to digital assets,

including bitcoin, ether, tokenized gold, U.S.

dollar tokens and 13 Digital Funds, while also enabling spending functionality through

a co-branded debit card.

WisdomTree Connect supports institutional clients by offering direct access to our Digital Funds via self-hosted

wallet or third-party custodial wallets.

Our focus on “responsible DeFi,” ensures our offerings meet regulatory standards

while delivering transparency, choice, and inclusivity.

This expansion into digital assets complements our core strengths, will diversify

our revenue streams and contribute further to our growth.

We remain committed to our long-term growth

strategy, anticipating that organic inflows and AUM growth will continue to drive margin expansion and performance.

Additionally, we believe

our investments in digital assets are positioned to deliver further value for our stockholders over time.

Our business delivered strong progress in 2025 as we advanced our long-term

strategic initiatives and further strengthened the foundation for durable growth.

We ended the year with AUM of $144.5 billion at December

31, 2025, up 31.6% as compared to the prior year, driven by favorable market conditions and net inflows of $8.5 billion, representing

annualized organic growth of approximately 8%.

Revenues and operating income increased 15.4% and 26.9%, respectively, year over year,

driving approximately 300 basis points of operating margin expansion, supported by higher average AUM, improved revenue capture and continued

operating discipline.

These results underscore the resilience of our business model and the benefits of our strategy to diversify revenue

streams and enhance earnings quality.

A significant strategic milestone in 2025 was the Ceres Acquisition, which

marked our entry into private assets and added exposure to U.S.

farmland, which we believe to be one of the largest and most underpenetrated

real asset classes.

At December 31, 2025, we managed $1.9 billion in farmland-based strategies, an asset class with low correlation to

traditional financial markets that enhances the diversification of our overall platform.

This acquisition also increased our revenue capture

and resulted in operating margin expansion of more than 200 basis points.

Our Portfolio Solutions business continued to gain traction.

advisement in our models offering reached $6.1 billion, an increase of approximately 60% from the prior year, supported by deeper engagement

across major wealth platforms and registered investment advisers.

The program provides advisors with customized evaluations, a suite of

model portfolios and Shared CIO services designed to support scalable, repeatable investment processes.

In addition, our strategic minority

investment in, and multi-year collaboration with, Quorus enables certain of our investment strategies to be implemented in SMAs via the

Quorus platform, and our model portfolios to be made available there, with integrated trading and rebalancing, providing advisors with

additional customization options and implementation flexibility, and expanding our reach within the wealth management ecosystem.

these initiatives contribute to more consistent and higher-quality revenue streams.

We also achieved notable growth in digital assets.

Digital assets AUM increased

to $0.8 billion as of December 31, 2025, driven primarily by the expansion of our tokenized money market offering, the WisdomTree Treasury

Money Market Digital Fund.

Early adoption of this product highlights the broader potential for tokenization across real world assets,

including future applications in fixed income and equities.

Institutional clients access our Digital Funds through WisdomTree Connect,

while WisdomTree Prime provides direct-to-consumer access to digital assets, such as bitcoin, ether, tokenized gold, U.S.

dollar tokens

and 15 Digital Funds.

Our continued focus on “responsible DeFi” ensures these offerings remain aligned with regulatory standards

while positioning us at the forefront of blockchain-enabled financial innovation.

Our initiatives across ETPs, private assets,

digital assets, models and SMAs are integral to our long-term growth strategy and are intended to drive sustained AUM growth, revenue

diversification, improved revenue capture and stronger operating margins.

We believe this strategic alignment positions us to continue

delivering stockholder value and driving future performance.

Additional 2025 business highlights include the following:

· We launched 25 new European listed ETPs and 12 new U.S.

listed ETFs spanning

all our major product categories.

This includes the launch of the WisdomTree Europe Defence UCITS ETF which accumulated $3.9 billion of

AUM by December 31, 2025.

· We achieved strong product performance, with over 74% of our U.S.

listed AUM covered by Morningstar in the top quartile of peer performance

on the 3-year timeframe and over 65% of our U.S.

listed AUM covered by Morningstar in the top two quartiles of peer performance on the

10-year timeframe.

In addition, approximately 59% of our U.S.

listed AUM is rated 4- or 5-star by Morningstar (less than 5% in 1-and 2-star

● We launched 14 new European listed ETPs and two new U.S.

listed ETPs spanning all our major product categories.

● We celebrated the 10-year anniversary of WisdomTree in Europe.

Since entering the region, we have been delivering differentiated and

value-add solutions to European investors through a comprehensive range of ETPs.

● With respect to our digital assets business:

in March 2024, we were granted a charter from the New York State Department of Financial

Services to operate as a limited purpose trust company under the New York Banking Law;

in September 2024, we launched WisdomTree Connect,

a platform that offers businesses and institutional users direct access to our Digital Funds using their own self-hosted wallet or a third-party

custodial wallet service;

and in October 2024, WisdomTree Prime users became able to select the WisdomTree Government Money Market Digital

Fund (WTGXX) as a spending source for their WisdomTree Prime Visa Debit Card.

● In August 2024, we completed a private offering of $345.0 million in aggregate principal amount of our 3.25%

Convertible Senior Notes due 2029 and concurrently repurchased (i) $104.2 million aggregate principal amount of our 5.75% Convertible

Senior Notes due 2028, (ii) approximately 5.7 million shares of our common stock in open market transactions and (iii) all 14,750 shares

of Series A Preferred Stock (equivalent to 14.75 million shares of our common stock) from ETFS Capital.

These transactions were accretive

to earnings per share.

● In the U.S., we were named a “2024 Best Places to Work in Money Management” by Pensions & Investments for the

fifth consecutive year and ranked second within the category for managers with 100-499 employees.

In the U.K., we were also named Best

Workplace for medium-sized companies for the fifth consecutive year and a 2024 Best Workplace for Women by Great Place to Work .

● We were named “Best Leveraged & Inverse ETF Issuers ($1bn+)” at the ETF Express European ETF Awards and “Best ETF

Provider” at the Diaman Quant Awards in Italy.

Our European business also won “Best ETF Issuer” at the Online Money Awards,

marking the third consecutive year of winning the award.

AUM covered by Morningstar in the top two quartiles of peer performance on the 15-year timeframe and over 68% of our U.S.

listed AUM covered

by Morningstar in the top two quartiles of peer performance on the 5-year timeframe.

In addition, approximately 40% were rated 4- or 5-star

by Morningstar.

· We completed a private offering of $475.0 million in aggregate principal

amount of convertible senior notes due 2030, bearing interest at a rate of 4.625% and issued with a conversion price of $19.15 per share

to facilitate the Ceres Acquisition.

Concurrent with the issuance, we repurchased approximately 6.8 million shares of our common stock

and extinguished $24.0 million aggregate principal amount of our 5.75% convertible senior notes due 2028 (the “2028 Notes”)

(conversion price of $9.54 per share).

We subsequently extinguished the remaining $1.8 million principal amount of these 2028 Notes in

November 2025.

· We appointed The Bank of New York Mellon Corporation to serve as our core banking-as-a-service (BaaS) infrastructure provider for

WisdomTree Prime.

· We made a strategic minority investment in, and entered into a multi-year collaboration with, Quorus, enabling certain

of our investment strategies to be implemented in customizable, tax-efficient SMA formats, and our model portfolios to be made available

with integrated, tax-aware trading and rebalancing capabilities, strengthening our presence in the growing custom portfolio solutions

· We expanded our global footprint through a strategic collaboration with

Korea Investment Management Co.

(KIM) based on the licensing of WisdomTree indexes in connection with the launch of a suite of innovative

ETFs by KIM marketed under the KIM ACE label for the Korean market.

· We made a $2.5 million strategic minority investment in AlphaBeta ETF Ltd

to accelerate AI-driven ETF innovation by collaborating on the launch of AI-driven strategies in an ETF format.

· In the U.S., we were named a “2025 Best Places to Work in Money Management”

by Pensions & Investments for the sixth consecutive year and ranked first within the category for managers with 100-499 employees.

In the U.K., we were named “Best Workplace” for medium-sized companies for the sixth consecutive year and a “2025 Best

Workplace for Women” by Great Place to Work .

· We received numerous industry awards and recognitions, including being

named #58 on Fortune ’s list of America’s Most Innovative Companies, receiving multiple honors at the 2025 ETF Express

European ETF Awards, and earning top distinctions for our digital asset and fintech solutions from leading industry organizations.

Market Environment

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Asset Management – Consolidation

In the recent past, a number of acquisitions

in the asset management industry have either been announced or completed.

These trends have accelerated, as fee compression, cost pressures

and increased regulations have weighed on the industry, highlighting the importance of scale and operating efficiency to compete in today’s

We have significant opportunities ahead in both ETPs and the Portfolio Solutions business and as an early mover in digital assets

and blockchain-enabled financial services, which positions us well for success to grow in this competitive landscape.

In the recent past, a number of acquisitions in the asset management industry

have either been announced or completed.

These trends have accelerated as fee compression, cost pressures and increased regulations have

weighed on the industry, highlighting the importance of scale and operating efficiency to compete in today’s market.

We have significant

opportunities ahead in both ETPs and the Portfolio Solutions business and as an early mover in digital assets and blockchain-enabled financial

services, which positions us well for success to grow in this competitive landscape.

Components of Operating Revenue

Advisory fees

A significant portion of our revenues is comprised of advisory

fees we earn from our ETPs.

These advisory fees are calculated based on a percentage of the ETPs’ average daily net assets.

the date of this Report, our weighted average fee rates by product category are as follows:

A significant portion of our revenues is comprised

of advisory fees we earn from our ETPs.

These advisory fees are calculated based on a percentage of the ETPs’ average daily net

As of the date of this Report, our weighted average fee rates by product category are as follows:

Commodity & Currency:

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increased competition and level of inflows or outflows from our ETPs.

Management fees

Management fees are earned in exchange for Ceres providing investment advisory and other management services to Ceres

Management fees are generally 1% of each member’s capital account balance as of the last day of each calendar quarter, if

that balance exceeds $1 million (otherwise 2%).

Management fees are subject to adjustment for any contractual waivers as well as contributions

and redemptions arising in any particular quarter.

Performance fees

Performance fees represent variable consideration

and are earned based on a specified percentage of Ceres Farms’ net profits, generally equal to 20%, subject to contractual fee waivers,

high-water marks and loss recovery requirements.

Performance fees are earned only after members have recovered prior losses and applicable

thresholds have been met.

Performance fee revenues are recognized when it is probable that a significant reversal of cumulative revenues

recognized will not occur, which generally occurs upon the determination of fund profits that are no longer subject to clawback or reversal

under the governing agreements.

Other revenues

Other revenues include rebates from swap providers to our

European listed ETPs, creation/redemption fees earned on our European non-UCITS products and fees from licensing our indexes and index

data to third parties.

Other revenues include rebates from swap providers

to our European listed ETPs, creation/redemption fees earned on our European non-UCITS products and fees from licensing our indexes and

index data to third parties.

Components of Operating Expenses

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Compensation and benefits

Employee compensation and benefits expenses are expensed when

incurred and include salaries, incentive compensation, and related benefit costs.

To attract and retain qualified personnel, we must maintain

competitive employee compensation and benefit plans and amounts we pay may be affected by inflation.

Virtually all of our employees receive

incentive compensation which is variable and will fluctuate taking into consideration our operating and financial results, as well as

individual performance and discretion.

Employee compensation and benefits expenses

are expensed when incurred and include salaries, incentive compensation, and related benefit costs.

To attract and retain qualified personnel,

we must maintain competitive employee compensation and benefit plans and amounts we pay may be affected by inflation.

Virtually all of

our employees receive incentive compensation which is variable and will fluctuate taking into consideration our operating and financial

results, as well as individual performance and discretion.

Also included in compensation and benefits are

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The fees we pay our sub-advisers generally are the higher

of the fixed minimums per fund, which range from $25,000 to $180,000 per year, or the percentage fee, which ranges between 0.01% and 0.20%

per annum of average daily AUM at various breakpoint levels depending on the nature of the ETP.

In addition, we pay certain costs based

on transactions in our ETPs or based on inflow levels.

of the fixed minimums per fund, which range from $0 to $158 per year, or the percentage fee, which ranges between 0.01% and 0.20% per

annum of average daily AUM at various breakpoint levels depending on the nature of the ETP.

In addition, we pay certain costs based on

transactions in our ETPs or based on inflow levels.

The fees we pay for accounting, tax, transfer

agency, index calculation, indicative values and exchange listing are based on the number of ETPs we have.

The remaining fees are based

on a combination of both AUM and number of funds, or as incurred.

agency, index calculation, indicative values and exchange listing are based on the number of products we have.

The remaining fees are

based on a combination of both AUM and number of funds, or as incurred.

Marketing and advertising

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· advertising and product promotion campaigns that are initiated to promote our existing and new ETPs as well as brand awareness;

● marketing campaigns to attract WisdomTree Prime and WisdomTree Connect users;

· marketing campaigns to attract WisdomTree Connect and WisdomTree Prime users;

· development and maintenance of our website;

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Contractual gold payments

Contractual gold payments expense represented

an obligation requiring us to pay 9,500 ounces of gold annually from the advisory fee income we earned for managing physically backed

Our obligation to continue making these payments was terminated on May 10, 2023.

See Note 9 to our Consolidated Financial Statements

for additional information.

Contractual gold payments expense represented an obligation requiring us

to pay 9,500 ounces of gold annually from the advisory fee income we earned for managing physically-backed gold ETPs.

Our obligation to

continue making these payments was terminated on May 10, 2023.

See Note 9 to our Consolidated Financial Statements for additional information.

Professional fees

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These expenses also include payments to our third-party marketing agents in Latin America and Israel.

Other expenses consist primarily of insurance

premiums, general office related expenses, securities license fees for our sales force, public company related expenses, corporate related

travel and entertainment and Board of Director fees, including stock-based compensation related to equity awards we granted to our directors.

Acquisition-related costs

We account for business combinations in accordance

with ASC Topic 805, Business Combinations (“ASC 805”), with acquisitions recorded using the acquisition method.

costs associated with acquisitions are expensed as incurred.

Other expenses consist primarily of insurance premiums, general office

related expenses, securities license fees for our sales force, public company related expenses, corporate related travel and entertainment

and Board of Director fees, including stock-based compensation related to equity awards granted to our directors.

Components of Other Income/(Expenses) of a Recurring Nature

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Revaluation/termination of deferred consideration–gold

Deferred consideration arose in connection with

our acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital Limited, or the

ETFS Acquisition, and was remeasured each reporting period using forward-looking gold prices observed on the CMX exchange, a selected

discount rate and perpetual growth rate.

This obligation was terminated on May 10, 2023 for approximately $137.0 million.

See Note 9 to

our Consolidated Financial Statements for additional information.

Deferred consideration arose in connection with our acquisition of the

European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital Limited, and was remeasured each reporting

period using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate.

This obligation

was terminated on May 10, 2023 for approximately $137.0 million.

See Note 9 to our Consolidated Financial Statements for additional information.

Interest income

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in relation to our peers.

A range is provided in consideration of uncertain market conditions.

Discretionary Spending

Discretionary spending includes marketing, sales,

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

We currently estimate our discretionary

spending for the year ending December 31, 2025 to range from $68.0 million to $72.0 million.

Not included in the guidance above are any potential

non-recurring expenses we may incur in response to a potential proxy contest.

Such expenses could be material to our results of operations

for the year ending December 31, 2025.

Discretionary spending includes marketing, sales, professional fees, occupancy

and equipment, depreciation and amortization and other expenses.

We currently estimate our discretionary spending for the year ending

December 31, 2026 to range from $80.0 million to $86.0 million.

Not included in the guidance above is intangible

asset amortization arising from the Ceres Acquisition of approximately $5.7 million.

We define gross margin as total operating revenues

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For the year ending December 31, 2026, we currently estimate that our gross margin percentage will be 82.0% to 83.0% taking into consideration

current AUM and revenue levels, changes in service providers and anticipated fund launches.

If AUM increases, we would anticipate further

gross margin expansion.

current AUM, revenue levels and anticipated fund launches.

If AUM increases, we would anticipate further gross margin expansion.

Third-Party Distribution Expense

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Interest Expense

We currently estimate our interest expense for

the year ending December 31, 2025 to be $22.0 million, 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.

We currently estimate our interest expense for the year ending December

31, 2026 to be approximately $40.0 million, taking into consideration the retirement of our 3.25% Convertible Senior Notes due 2026 (the

“2026 Notes”).

Not included in the guidance above is approximately

$0.9 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.

Interest Income

We currently estimate our interest income for

the year ending December 31, 2025 to be $7.0 million, based upon the magnitude of our forecasted interest earning assets.

the year ending December 31, 2026 to be approximately $8.0 million, based upon the magnitude of our forecasted interest earning assets

and interest rates.

It is anticipated our interest earning assets will decline in the second half of the year following the retirement

of our 2026 Notes.

Income Tax Expense

We currently estimate that our consolidated

normalized effective tax rate will be approximately 24.0% to 25.0% for the year ending December 31, 2025, taking into consideration the

current distribution of profits among our U.S.

We currently estimate that our consolidated normalized effective tax rate

will be approximately 24.0% for the year ending December 31, 2026, taking into consideration the current distribution of profits among

and European businesses.

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Weighted Average Diluted Shares

We currently estimate our weighted average diluted

shares to be between 149.0 million and 150.0 million during the year ending December 31, 2025.

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.

We currently estimate our weighted average diluted shares to be between

152.0 million and 157.0 million during the year ending December 31, 2026.

This guidance contemplates incremental shares associated with

our Convertible Notes assuming a stock price approximating recent levels.

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 $11.04 per share for the 2026 Notes, $11.82 per share

for the 3.25% Convertible Senior Notes due 2029 (the “2029 Notes”) and $19.15 per share for the 4.625% Convertible Senior

Notes due 2030 (the “2030 Notes”).

Factors that May Impact our Future Financial Results

Our AUM is well diversified across the commodity,

equity, international developed markets and emerging markets sectors.

As a result, our operating results are particularly exposed

to investor sentiment toward investing in these products’ strategies and our ability to maintain AUM of these products, as well

as the performance of these products.

Our revenues are also highly correlated to the

level and relative mix of our AUM, as well as the fee rate associated with our ETPs.

Changes in product mix have led to a decline in our

average advisory fee, which for the years ended December 31, 2022, 2023 and 2024 were 0.38%, 0.36% and 0.36%, respectively.

Our AUM is well diversified across products covering equity, commodities,

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

As a result, our operating results are

particularly exposed to investor sentiment toward investing in these products’ strategies and our ability to maintain AUM of these

products, as well as the performance of these products.

Our revenues are also highly correlated to the level and relative mix of

our AUM, as well as the fee rate associated with our products.

Changes in product mix have led to a decline in our average advisory fee,

which for the years ended December 31, 2023, 2024 and 2025 were 0.36%, 0.36% and 0.35%, respectively.

The chart below sets forth the asset mix of

our ETPs at December 31, 2022, 2023 and 2024:

our products at December 31, 2023, 2024 and 2025:

Key Operating Statistics

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that serve as indicators for the performance of our business:

Ended December 31,

ETPs (in millions )

Beginning of period

(Outflows)/Inflows

appreciation/(depreciation)

of period assets

Average assets during the

advisory fee during the period

Number of ETPs—end of

Year Ended December 31,

GLOBAL PRODUCTS ($ in millions )

Beginning of period assets

Digital assets—Jan.

Assets acquired—Ceres Acquisition

Inflows/(outflows)

Market appreciation

End of period assets

Average assets during the period

Average ETP advisory fee during the period

Total revenue yield

Number of products-end of period

ETPs AND TOKENIZED PRODUCTS

LISTED ETFs ($ in millions )

Beginning of period assets

appreciation/(depreciation)

of period assets

Average assets during the

Number of ETPs—end of

LISTED ETPs (in millions )

Market appreciation

End of period assets

Average assets during the period

Number of ETFs—end of the period

EUROPEAN LISTED ETPs ($ in millions )

Beginning of period assets

appreciation/(depreciation)

of period assets

Average assets during the

Number of ETPs—end of

CATEGORIES (in millions )

Inflows/(outflows)

Market appreciation

End of period assets

Average assets during the period

Number of ETPs—end of the period

DIGITAL ASSETS ($ in millions )

Beginning of period assets

appreciation/(depreciation)

of period assets

Average assets during the

Digital Assets—Jan.

Market appreciation

End of period assets

Average assets during the period

Number of products—end of the period

PRIVATE ASSETS ($ in millions )

Beginning of period assets

of period assets

Average assets during the

Assets acquired—Ceres Acquisition

Market appreciation

End of period assets

Average assets during the period

Number of products—end of the period

ETPs AND TOKENIZED PRODUCT CATEGORIES ($ in millions )

Beginning of period assets

(Outflows)/inflows

of period assets

Average assets during the

Digital Assets—Jan.

Market appreciation

End of period assets

Average assets during the period

Year Ended December 31,

Commodity & Currency

Beginning of period assets

Digital Assets—Jan.

Inflows/(outflows)

Market appreciation

End of period assets

Average assets during the period

International Developed Market Equity

Beginning of period assets

Market appreciation

End of period assets

Average assets during the period

Beginning of period assets

Digital Assets—Jan.

Inflows/(outflows)

Market appreciation/(depreciation)

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(Outflows)/inflows

Market appreciation/(depreciation)

Market appreciation

End of period assets

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Beginning of period assets

(Outflows)/inflows

Market appreciation/(depreciation)

Inflows/(outflows)

Market appreciation

End of period assets

2 unchanged sentences

Beginning of period assets

Market appreciation/(depreciation)

Digital Assets—Jan.

Market (depreciation)/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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due to fund closures and trade adjustments

____________________________

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

Year Ended December 31, 2025 Compared to Year Ended December 31,

3 unchanged sentences

Advisory fees

Management fees

Performance fees

Other revenues

3 unchanged sentences

Advisory fee revenues increased 11.3% from $395.4

million during the year ended December 31, 2023 to $395.4 million during the year ended December 31, 2024 due to higher average AUM.

average advisory fee remained 0.36%, unchanged from the year ended December 31, 2023.

million during the year ended December 31, 2024 to $440.0 million during the year ended December 31, 2025 due to higher average AUM, partly

offset by a lower average advisory fee.

Our average advisory fee was 0.36% during the year ended December 31, 2024 and 0.35% during the

year ended December 31, 2025.

Management fees

Management fees were $4.9 million during the year ended December 31, 2025 as a result of the Ceres Acquisition, which

was completed in October 2025.

We earn management fees in exchange for providing investment advisory and other management services to

Performance fees

Performance fees were $7.1 million during the year ended December 31, 2025

as a result of the Ceres Acquisition, which was completed in October 2025.

We earn performance fees based on a specified percentage of

Ceres Farms’ net profits, subject to contractual fee waivers, high-water marks and loss recovery requirements.

Other revenues

1 unchanged sentence

during the year ended December 31, 2024 to $41.8 million during the year ended December 31, 2025 due to higher other revenues attributable

to our European listed ETPs and $4.3 million of other revenues related to legal and other related expenses incurred in connection with

the SEC ESG Settlement that are expected to be covered by insurance.

to our European listed ETPs.

Operating Expenses

4 unchanged sentences

Sales and business development

Contractual gold payments

Professional fees

2 unchanged sentences

Third-party distribution fees

Acquisition-related costs

Total operating expenses

4 unchanged sentences

Sales and business development

Contractual gold payments

Professional fees

2 unchanged sentences

Third-party distribution fees

Acquisition-related costs

Total operating expenses

2 unchanged sentences

13.5% from $121.3 million during the year ended December 31, 2024 to $137.7 million during the year ended December 31, 2025 due to higher

stock-based compensation, incentive compensation and headcount.

incentive compensation and increased headcount.

Headcount was 313 and 360 at December 31, 2024 and 2025, respectively.

Fund management and administration

Fund management and administration expense increased

17.7% from $71.3 million during the year ended December 31, 2023 to $84.0 million during the year ended December 31, 2024 primarily due

to higher average AUM.

Fund management and administration expense increased 6.2% from $84.0 million

during the year ended December 31, 2024 to $89.1 million during the year ended December 31, 2025 primarily due to higher average AUM.

We had 78 U.S.

listed ETFs and 261 European listed ETPs at December 31, 2023 compared to 78 U.S.

listed ETFs and

275 European listed ETPs at December 31, 2024.

listed ETFs, 275 European listed ETPs and 17 tokenized products at December 31, 2024 compared to 86 U.S.

listed ETFs, 300

European listed ETPs, 19 tokenized products and one private assets product at December 31, 2025.

Marketing and advertising

Marketing and advertising expense increased

19.0% from $17.3 million during the year ended December 31, 2023 to $20.5 million during the year ended December 31, 2024 primarily

resulting from higher spending related to our U.S.

listed and digital products.

Marketing and advertising expense was essentially

unchanged from the year ended December 31, 2024.

Sales and business development

2 unchanged sentences

from increases in travel and events spending.

Contractual gold payments

There was no contractual gold payments expense

recognized during the year ended December 31, 2024 due to the termination of our deferred consideration—gold payments obligation

on May 10, 2023.

See Note 9 to our Consolidated Financial Statements for additional information.

Professional fees

Professional fees increased 11.2% from $19.0 million

during the year ended December 31, 2023 to $21.1 million during the year ended December 31, 2024 due to $4.3 million of legal and other

related expenses expected to be covered by insurance that were incurred in connection with the SEC ESG Settlement, partly offset by lower

expenses incurred in response to an activist campaign.

Professional fees decreased 38.1% from $21.1 million

during the year ended December 31, 2024 to $13.1 million during the year ended December 31, 2025 as the prior year included $5.0 million

of expenses incurred in response to an activist campaign and $4.3 million of legal and other related expenses incurred in connection with

the SEC ESG Settlement that were covered by insurance.

Occupancy, communications and equipment

1 unchanged sentence

increased 22.3% from $5.3 million during the year ended December 31, 2024 to $6.5 million during the year ended December 31, 2025 due

to the increased cost of renewed office leases.

to higher equipment and communication expenses driven by increased headcount.

Depreciation and amortization

1 unchanged sentence

115.6% from $1.8 million during the year ended December 31, 2024 to $3.8 million during the year ended December 31, 2025 due to higher

amortization of software development costs.

amortization of software development costs, as well as approximately $1.4 million of intangible asset amortization arising from the Ceres

Third-party distribution fees

Third-party distribution fees increased 43.1%

from $9.4 million during the year ended December 31, 2023 to $11.1 million during the year ended December 31, 2024 primarily due to growth

in AUM across our various platforms, as well as new platform relationships that expanded our distribution reach.

from $11.1 million during the year ended December 31, 2024 to $15.9 million during the year ended December 31, 2025 due to our strong

growth and AUM expansion across our distribution platforms.

Acquisition-related costs

During the year ended December 31, 2025, we

recorded $4.7 million of acquisition-related costs incurred in connection with the Ceres Acquisition.

Other expenses increased 12.4% from $10.5 million

during the year ended December 31, 2023 to $10.5 million during the year ended December 31, 2024 primarily due to higher insurance and

travel-related expenses.

during the year ended December 31, 2024 to $11.8 million during the year ended December 31, 2025 primarily due to higher dues, subscriptions

and other miscellaneous expenses.

Other Income/(Expenses)

1 unchanged sentence

Interest expense

Gain on revaluation/termination of deferred consideration—gold payments

Interest income

Loss on extinguishment of convertible notes

Other gains/(losses), net

Remeasurement of contingent consideration

Other gains, net

Total other income/(expenses), net

2 unchanged sentences

Interest expense

Gain on revaluation/termination of deferred consideration—gold payments

Interest income

Loss on extinguishment of convertible notes

Other gains/(losses), net

Remeasurement of contingent consideration

Other gains, net

Total other income/(expenses), net

2 unchanged sentences

million during the year ended December 31, 2024 to $30.4 million during the year ended December 31, 2025 due to a higher level of debt

outstanding, partly offset by a lower average interest rate.

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 on our outstanding

Convertible Notes during the years ended December 31, 2024 and 2025 was 4.5% and 4.1%, respectively.

Gain on revaluation/termination of deferred consideration

No gains or losses on revaluation/termination

of deferred consideration—gold payments were recognized during the year ended December 31, 2024, as this obligation was terminated

on May 10, 2023 for approximately $137.0 million.

See Note 9 to our Consolidated Financial Statements for additional information.

Interest income

Interest income increased 61.8% from $6.8 million

during the year ended December 31, 2023 to $6.8 million during the year ended December 31, 2024 due to a higher level of interest-bearing

No impairments were recognized during the year

ended December 31, 2024, while during the year ended December 31, 2023, we recognized a non-cash impairment charge of $7.9 million primarily

related to our investment in Securrency, Inc.

upon the sale of Securrency, Inc.

to an unrelated third party.

(See Notes 7 and 26 to our

Consolidated Financial Statements).

Other losses, net

Other gains/(losses), net were ($1.6) million

and $0.9 million during the years ended December 31, 2023 and 2024, respectively.

The current year includes a $4.0 million civil money

penalty in connection with the SEC ESG Settlement.

Also included are net gains of $4.9 million and net losses of $1.1 million on our financial

instruments owned and our investments, respectively.

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

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

during the year ended December 31, 2024 to $11.0 million during the year ended December 31, 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.

Remeasurement of contingent consideration

Contingent consideration related to the Ceres Acquisition increased from

$11.1 million on October 1, 2025 to $11.8 million at December 31, 2025 resulting in a $0.7 million loss on remeasurement recognized during

the year ended December 31, 2025.

See Note 11 to our Consolidated Financial Statements for additional information.

Other gains, net

Other gains, net were $0.9 million and $2.0

million during the years ended December 31, 2024 and 2025, respectively.

The current year includes net gains on our financial instruments

owned of $1.9 million and $1.2 million of foreign currency remeasurement losses on U.S.

dollars held by foreign subsidiaries.

losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign exchange

fluctuations and other miscellaneous items.

Our effective income tax rate for 2025 was 23.3%,

1 unchanged sentence

Our tax rate differs from the federal statutory rate of 21.0% primarily due to a

non-deductible loss on extinguishment of convertible notes and state and local income taxes.

These items were partly offset by a reduction

in the valuation allowance on capital losses and a lower tax rate on foreign earnings.

Our effective income tax rate for 2024 was 30.1%,

resulting in an income tax expense of $28.7 million.

Our tax rate differs from the federal statutory rate of 21.0% primarily due to a

non-deductible loss on extinguishment of convertible notes, a non-deductible civil money penalty of $4.0 million in connection with the

1 unchanged sentence

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

Our effective income tax rate for 2023 was 13.8%,

resulting in income tax expense of $16.5 million.

The effective tax rate differs from the federal statutory rate of 21% primarily due

to a non-taxable gain on revaluation/termination of deferred consideration, a reduction in unrecognized tax benefits associated with the

release of a tax-related indemnification asset and a lower tax rate on foreign earnings.

These items were partly offset by a non-deductible

loss on extinguishment of our 4.25% Convertible Senior Notes due 2023 during the first quarter of 2023, an increase in the deferred tax

asset valuation allowance on losses recognized on our investments and non-deductible executive compensation.

Year Ended December 31, 2024 Compared to Year Ended December 31,

8 unchanged sentences

Advisory fee revenues increased 18.6% from $333.2

million during the year ended December 31, 2022 to $333.2 million during the year ended December 31, 2023 as higher average AUM was partially

offset by a decline in our average advisory fee.

Our average advisory fee declined from 0.38% during the year ended December 31, 2022

to 0.36% during the year ended December 31, 2023.

million during the year ended December 31, 2023 to $395.4 million during the year ended December 31, 2024 due to higher average AUM.

average advisory fee remained 0.36%, unchanged from the year ended December 31, 2023.

Other revenues

Other revenues increased 105.0% from $7.7 million

during the year ended December 31, 2022 to $15.8 million during the year ended December 31, 2023 primarily due to higher other revenues

attributable to our European listed ETPs.

Other revenues increased 104.8% from $15.8 million during the year ended

December 31, 2023 to $32.4 million during the year ended December 31, 2024 due to higher other revenues attributable to our European listed

ETPs and $4.3 million of other revenues related to legal and other related expenses incurred in connection with the SEC ESG Settlement

that were covered by insurance.

Operating Expenses

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10.7% from $109.5 million during the year ended December 31, 2023 to $121.3 million during the year ended December 31, 2024 due to higher

stock-based compensation and headcount.

stock-based compensation, incentive compensation and headcount.

Headcount was 303 and 313 at December 31, 2023 and 2024, respectively.

2 unchanged sentences

17.7% from $71.3 million during the year ended December 31, 2023 to $84.0 million during the year ended December 31, 2024 primarily due

to higher average AUM and inflows.

to higher average AUM.

We had 76 U.S.

listed ETFs and 261 European listed ETPs at December 31, 2023 compared to 78 U.S.

ETFs and 261 European listed ETPs at December 31, 2023.

listed ETFs and

275 European listed ETPs at December 31, 2024.

Marketing and advertising

2 unchanged sentences

resulting from higher spending related to our U.S.

listed products.

listed and digital products.

Sales and business development

3 unchanged sentences

Contractual gold payments

Contractual gold payments expense decreased

64.5% from $17.1 million during the year ended December 31, 2022 to $6.1 million during the year ended December 31, 2023 due to the

termination of our deferred consideration—gold payments obligation on May 10, 2023.

See Note 9 to our Consolidated Financial Statements

for additional information.

There was no contractual gold payments expense

recognized during the year ended December 31, 2024 due to the termination of our deferred consideration—gold payments obligation

on May 10, 2023.

See Note 9 to our Consolidated Financial Statements for additional information.

Professional fees

Professional fees increased 37.5% from $13.8 million

during the year ended December 31, 2022 to $19.0 million during the year ended December 31, 2023 due to higher expenses related to our

digital assets business, as well as expenses incurred to terminate our deferred consideration—gold payments obligation and higher

expenses related to an activist campaign.

Professional fees increased 11.2% from $19.0 million during the year

ended December 31, 2023 to $21.1 million during the year ended December 31, 2024 due to $4.3 million of legal and other related expenses

incurred in connection with the SEC ESG Settlement that were covered by insurance, partly offset by lower expenses incurred in response

to an activist campaign.

Occupancy, communications and equipment

Occupancy, communications and equipment expense

increased 20.2% from $3.9 million during the year ended December 31, 2022 to $4.7 million during the year ended December 31, 2023 as our

New York office lease became effective in May 2022.

increased 14.1% from $4.7 million during the year ended December 31, 2023 to $5.3 million during the year ended December 31, 2024 due

to the increased cost of renewed office leases.

Depreciation and amortization

Depreciation and amortization expense increased

232.8% from $0.3 million during the year ended December 31, 2022 to $0.9 million during the year ended December 31, 2023 due to amortization

of software development costs.

100.9% from $0.9 million during the year ended December 31, 2023 to $1.8 million during the year ended December 31, 2024 due to higher

amortization of software development costs.

Third-party distribution fees

Third-party distribution fees increased 18.8%

from $7.7 million during the year ended December 31, 2022 to $9.4 million during the year ended December 31, 2023 primarily due to AUM

growth we are experiencing in Latin America.

from $9.4 million during the year ended December 31, 2023 to $11.1 million during the year ended December 31, 2024 primarily due to growth

in AUM across our various platforms, as well as new platform relationships that expanded our distribution reach.

Other expenses increased 6.8% from $9.9 million

during the year ended December 31, 2022 to $9.9 million during the year ended December 31, 2023 primarily due to higher travel, public

relations and Board of Directors expenses.

during the year ended December 31, 2023 to $10.5 million during the year ended December 31, 2024 primarily due to higher insurance and

travel-related expenses.

Other Income/(Expenses)

4 unchanged sentences

Loss on extinguishment of convertible notes

Other losses, net

Other gains/(losses), net

Total other income/(expenses), net

5 unchanged sentences

Loss on extinguishment of convertible notes

Other losses, net

Other gains/(losses), net

Total other income/(expenses), net

Interest expense

Interest expense was essentially unchanged during

the year ended December 31, 2023.

Interest expense increased 24.1% from $15.2

million during the year ended December 31, 2023 to $18.9 million during the year ended December 31, 2024 due to a higher level of debt

outstanding, partly offset by a lower average interest rate.

Our effective interest rate on our outstanding

1 unchanged sentence

Gain on revaluation/termination of deferred consideration

We recognized a gain on revaluation/termination

of deferred consideration—gold payments of $27.8 million and $62.0 million during the years ended December 31, 2022 and 2023, respectively.

This obligation was terminated on May 10, 2023 for approximately $137.0 million.

See Note 9 to our Consolidated Financial Statements for

additional information.

No gains or losses on revaluation/termination

of deferred consideration—gold payments were recognized during the year ended December 31, 2024, as this obligation was terminated

on May 10, 2023 for approximately $137.0 million.

See Note 9 to our Consolidated Financial Statements for additional information.

Interest income

Interest income increased 65.4% from $4.1 million

during the year ended December 31, 2022 to $4.1 million during the year ended December 31, 2023 due to rising interest rates, partially

offset by a decrease in our interest-bearing assets.

During the year ended December 31, 2023, we

recognized a non-cash impairment charge of $7.9 million primarily related to our investment in Securrency, Inc.

upon the sale of Securrency,

during the year ended December 31, 2023 to $6.8 million during the year ended December 31, 2024 due to a higher level of interest-bearing

No impairments were recognized during the year

ended December 31, 2024, while during the year ended December 31, 2023, we recognized a non-cash impairment charge of $7.9 million primarily

related to our investment in Securrency, Inc.

upon the sale of Securrency, Inc.

to an unrelated third party.

(See Notes 7, 8, 13 and 26 to our Consolidated Financial Statements).

Other losses, net

Other losses, net were $36.3 million and $1.6

million during the years ended December 31, 2022 and 2023, respectively.

This includes a charge of $19.9 million and $1.4 million during

the years ended December 31, 2022 and 2023, respectively, arising from the release of a tax-related indemnification asset upon the expiration

of the statute of limitations.

An equal and offsetting benefit has been recognized in income tax expense.

During the years ended December

31, 2022 and 2023, we also recognized losses on our financial instruments owned and investments of $16.9 million and $0.7 million, respectively.

Gains and losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign

exchange fluctuations and other miscellaneous items.

(See Notes 7 and 26 to our

Consolidated Financial Statements).

Other gains/(losses), net

Other gains/(losses), net were ($1.6) million and $0.9 million during the

years ended December 31, 2023 and 2024, respectively.

The year ended December 31, 2024 includes a $4.0 million civil money penalty in

connection with the SEC ESG Settlement.

Also included are net gains of $4.9 million and net losses of $1.1 million on our financial instruments

owned and our investments, respectively.

Gains and losses also generally arise from the sale of gold earned from advisory fees paid by

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

Our effective income tax rate for 2024 was 30.1%,

resulting in an income tax expense of $28.7 million.

Our tax rate differs from the federal statutory rate of 21.0% primarily due to a

non-deductible loss on extinguishment of convertible 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.

Our effective income tax rate for 2023 was 13.8%,

resulting in income tax expense of $16.5 million.

1 unchanged sentence

to a non-taxable gain on revaluation/termination of deferred consideration, a reduction in unrecognized tax benefits associated with the

release of the tax-related indemnification asset described above and a lower tax rate on foreign earnings.

These items were partly offset

by a non-deductible loss on extinguishment of our 4.25% Convertible Senior Notes due 2023 during the first quarter of 2023, an increase

in the deferred tax asset valuation allowance on losses recognized on our investments and non-deductible executive compensation.

Our effective income tax rate for the year ended

December 31, 2022 was negative 26.9%, resulting in an income tax benefit of $10.7 million.

Our tax rate differs from the federal statutory

rate of 21% primarily due to a $19.9 million reduction in unrecognized tax benefits associated with the release of the tax-related indemnification

asset described above, a reduction in the valuation allowance on foreign net operating losses, a non-taxable gain on revaluation of deferred

consideration and a lower tax rate on foreign earnings.

These items were partly offset by an increase in the deferred tax asset valuation

allowance on losses recognized on financial instruments owned.

release of a tax-related indemnification asset and a lower tax rate on foreign earnings.

These items were partly offset by a non-deductible

loss on extinguishment of our 4.25% Convertible Senior Notes due 2023 during the first quarter of 2023, an increase in the deferred tax

asset valuation allowance on losses recognized on our investments and non-deductible executive compensation.

Quarterly Results

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The results for any quarter are not necessarily indicative of results for any future period, and you should not rely on them as such.

(in thousands, except per share amounts)

thousands, except per share amounts)

Operating Revenues:

Advisory fees

Management fees

Performance fees

Other revenues

2 unchanged sentences

Compensation and benefits

Fund management and

administration

Fund management and administration

Marketing and advertising

Sales and business development

Contractual gold payments

Professional fees

Occupancy, communications and

Occupancy, communications and equipment

Depreciation and amortization

Third-party distribution fees

Acquisition-related costs

Total operating expenses

2 unchanged sentences

Interest expense

Gain on revaluation/termination of

deferred consideration

Interest income

Loss on extinguishment of

convertible notes

Loss on extinguishment of convertible notes

Remeasurement of contingent consideration

Other gains and losses, net

8 unchanged sentences

Advisory fees

Management fees

Performance fees

Other revenues

2 unchanged sentences

Compensation and benefits

Fund management and

administration

Fund management and administration

Marketing and advertising

Sales and business development

Contractual gold payments

Professional fees

Occupancy, communications and

Occupancy, communications and equipment

Depreciation and amortization

Third-party distribution fees

Acquisition-related costs

Total operating expenses

2 unchanged sentences

Interest expense

Gain on revaluation/termination

of deferred consideration

Interest income

Loss on extinguishment of

convertible notes

Loss on extinguishment of convertible notes

Remeasurement of contingent consideration

Other gains and losses, net

3 unchanged sentences

Operating Statistics

ETPs (in millions )

period assets

(Outflows)/inflows

(depreciation)/appreciation

of period assets

Average assets during the

advisory fee during the period

Number of ETPs—end

of the period

LISTED ETFs (in millions )

GLOBAL PRODUCTS ($ in millions )

Beginning of period assets

Digital assets—Jan.

Assets acquired—Ceres Acquisition

(Outflows)/inflows

(depreciation)/appreciation

of period assets

Average assets during the

Number of ETFs—end

of the period

Market appreciation/(depreciation)

End of period assets

Average assets during the period

Average ETP advisory fee during the period

Total revenue yield

Number of products-end of period

ETPs AND TOKENIZED PRODUCTS

LISTED ETFs ($ in millions )

Beginning of period assets

(Outflows)/inflows

(depreciation)/appreciation

of period assets

Average assets during the

Number of ETPs—end

of the period

Market appreciation/(depreciation)

End of period assets

Average assets during the period

Number of ETFs—end of the period

EUROPEAN LISTED ETPs ($ in millions )

Beginning of period assets

Inflows/(outflows)

(depreciation)/appreciation

of period assets

Average assets during the

Market appreciation/(depreciation)

End of period assets

Average assets during the period

Number of ETPs—end of the period

DIGITAL ASSETS ($ in millions )

Beginning of period assets

(Outflows)/inflows

(depreciation)/appreciation

of period assets

Average assets during the

Digital Assets—Jan.

Market (depreciation)/appreciation

End of period assets

Average assets during the period

Number of products—end of the period

PRIVATE ASSETS ($ in millions )

Beginning of period assets

(Outflows)/inflows

(depreciation)/appreciation

of period assets

Average assets during the

International

Developed Market Equity

Assets acquired—Ceres Acquisition

Market appreciation

End of period assets

Average assets during the period

Number of products—end of the period

PRODUCT CATEGORIES ($ in millions )

Beginning of period assets

Digital Assets—Jan.

Market appreciation/(depreciation)

End of period assets

Average assets during the period

Commodity & Currency

Beginning of period assets

Digital Assets—Jan.

Inflows/(outflows)

(depreciation)/appreciation

of period assets

Average assets during the

Market appreciation/(depreciation)

End of period assets

Average assets during the period

International Developed Market Equity

Beginning of period assets

Inflows/(outflows)

Market appreciation/(depreciation)

End of period assets

Average assets during the period

Beginning of period assets

Digital Assets—Jan.

(Outflows)/inflows

Market (depreciation)/appreciation

End of period assets

Average assets during the period

Emerging Market Equity

1 unchanged sentence

(Outflows)/inflows

(depreciation)/appreciation

Market appreciation/(depreciation)

End of period assets

Average assets during the period

Leveraged & Inverse

Beginning of period assets

(Outflows)/inflows

(depreciation)/appreciation

Market appreciation/(depreciation)

End of period assets

2 unchanged sentences

Beginning of period assets

Inflows/(outflows)

appreciation/(depreciation)

Digital Assets—Jan.

(Outflows)/inflows

Market (depreciation)/appreciation

End of period assets

1 unchanged sentence

Beginning of period assets

Inflows/(outflows)

(depreciation)/appreciation

Market appreciation/(depreciation)

End of period assets

Average assets during the period

Previously issued statistics may be restated

due to fund closures and trade adjustments

_____________________________

Includes 17 digital assets products, which were launched prior to January 1,

Previously issued statistics

may be restated due to fund closures and trade adjustments

Non-GAAP Financial Measurements

16 unchanged sentences

These non-GAAP financial measurements exclude the following:

● Unrealized gains or losses on revaluation/termination of deferred consideration—gold payments:

Deferred consideration—gold

payments was an obligation we assumed in connection with the ETFS Acquisition that was carried at fair value.

This item represented the

present value of an obligation to pay fixed ounces of gold into perpetuity and is measured using forward-looking gold prices.

in the forward-looking price of gold and changes in the discount rate used to compute the present value of the annual payment obligations

have had a material impact on the carrying value of the deferred consideration and our reported financial results.

We exclude this item

when calculating our non-GAAP financial measurements as it was not core to our operating business.

The item was not adjusted for income

taxes as the obligation was assumed by a wholly-owned subsidiary of ours that is based in Jersey, a jurisdiction where we are subject

to a zero percent tax rate.

During the second quarter of 2023, we terminated this obligation for aggregate consideration totaling approximately

$137.0 million.

· Gains or losses on financial instruments owned:

2 unchanged sentences

We exclude these items when calculating

our non-GAAP financial measurements as the gains and losses introduce volatility in earnings and are not core to our operating business.

● Tax windfalls and shortfalls upon vesting and stock-based compensation awards:

our non-GAAP financial measurements as the gains and losses introduce earnings volatility and are not core to our operating business.

· Foreign currency remeasurement gains and losses on U.S.

dollars held by foreign subsidiaries:

GAAP requires account balances

to be remeasured into an entity’s functional currency, with resulting gains and losses reported in net income.

Foreign subsidiaries

dollars remeasure these balances into their functional currencies and recognize the gains and losses.

Beginning in the second

quarter of 2025, we began excluding 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.

· Tax windfalls and shortfalls upon vesting of stock-based compensation awards:

GAAP requires the recognition of tax windfalls

1 unchanged sentence

These items arise upon the vesting of stock-based compensation awards and the magnitude is directly

correlated to the number of awards vesting as well as the difference between the price of our stock on the date the award was granted

and the date the award vested.

We exclude these items when calculating our non-GAAP financial measurements as they introduce volatility

in earnings and are not core to our operating business.

● Imputed interest on our payable to GBH:

During the fourth quarter of 2023, we repurchased our Series C Preferred Stock, which

was convertible into approximately 13.1 million shares of our common stock, from GBH for aggregate cash consideration of approximately

$84.4 million.

Under the terms of the transaction, we paid GBH $40.0 million on the closing date, with the remainder of the purchase price

payable in equal, interest-free installments on the first, second and third anniversaries of the closing date.

GAAP, the obligation

is recorded at its present value utilizing a market rate of interest on the closing date of 7.0% and the corresponding discount is amortized

as interest expense pursuant to the effective interest method of accounting over the life of the obligation.

We exclude this item when

calculating our non-GAAP financial measurements as recognition of interest expense is non-cash and contrary to the stated terms of our

correlated to the number of awards vesting/exercised as well as the difference between the price of our stock on the date the award was

granted and the date the award vested or was exercised.

We exclude these items when calculating our non-GAAP financial measurements as

they introduce earnings volatility and are not core to our operating business.

· Amortization of intangible assets and remeasurement of contingent consideration arising from our acquisition of Ceres Partners,

On October 1, 2025, we completed the Ceres Acquisition for aggregate consideration consisting of (i) $275 million in cash payable

at closing, subject to customary post-closing adjustments and (ii) contingent consideration of up to $225 million, payable in 2030, contingent

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

1, 2025 through December 31, 2029.

GAAP requires contingent consideration to be re-measured each reporting period with changes in fair

value reported in net income.

In addition, a portion of the consideration totaling $143.5 million was allocated to intangible assets,

which is amortized over 25 years.

We exclude changes in fair value of contingent consideration and amortization of intangible assets arising

from the Ceres Acquisition when calculating our non-GAAP financial measurements as these items are not core to our operating business.

· Other items:

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, expenses incurred in response to an

activist campaign, impairments, remeasurement of contingent consideration payable to us from the sale of our former Canadian ETF business

and litigation expenses associated with certain provisions of our Stockholder Rights Agreement, dated as of March 17, 2023, as amended,

are excluded when calculating our non-GAAP financial measurements.

Losses on extinguishment of convertible notes, acquisition-related costs, changes in deferred tax asset valuation

allowance, imputed interest on our payable to GBH, gains and losses recognized on our investments, a civil money penalty in connection

with the SEC ESG Settlement, expenses incurred in response to an activist campaign, gain on revaluation/termination of deferred consideration,

impairments, remeasurement of contingent consideration payable to us from the sale of our former Canadian ETF business and litigation

expenses associated with certain provisions of our Stockholder Rights Agreement, dated as of March 17, 2023, as amended, are excluded

when calculating our non-GAAP financial measurements.

Years Ended December 31,

Net Income and Diluted Earnings per Share:

Adjusted Net Income and Diluted Earnings per Share:

Net income, as reported

Loss on extinguishment

of convertible notes, net of income taxes

Civil money penalty

in connection with SEC ESG Settlement

Expenses incurred in

response to an activist campaign, net of income taxes

Loss on extinguishment of convertible notes, net of income taxes

Acquisition-related costs, net of income taxes

Tax windfalls upon vesting and exercise of stock-based compensation awards

(Deduct)/add back:

(Gains)/Losses

on financial instruments owned, at fair value, net of income taxes

Imputed interest on

payable to GBH, net of income taxes

(Decrease)/increase in deferred tax valuation allowance on capital losses

(Deduct)/add back:

(Decrease)/increase

in deferred tax valuation allowance on financial instruments owned and investments

Unrealized loss recognized

on our investments, net of income taxes

Tax windfalls upon vesting

and exercise of stock-based compensation awards

Gain on revaluation/termination

of deferred consideration

Impairments, net of

Gain recognized from the

sale of Canadian ETF business, including remeasurement of contingent consideration

Litigation expenses

associated with certain provisions of the Stockholder Rights Agreement, net of income taxes

in deferred tax valuation allowance on net operating losses of a European subsidiary

(Gains)/Losses on financial instruments owned, at fair value, net of income taxes

Imputed interest on payable to GBH, net of income taxes

Amortization of intangible assets arising from the Ceres Acquisition, net of income taxes

Foreign currency remeasurement losses on U.S.

dollar balances, net of income taxes

Increase in fair value of contingent consideration, net of income taxes

(Deduct)/add back:

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

Civil money penalty in connection with SEC ESG Settlement

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

Gain on revaluation/termination of deferred consideration

Impairments, net of income taxes

Gain recognized from the sale of Canadian ETF business, including remeasurement of contingent consideration

Litigation expenses associated with certain provisions of the Stockholder Rights Agreement, net of income taxes

Adjusted net income

Income distributed to

participating securities

Undistributed

income allocable to participating securities

Adjusted net income available to

common stockholders

Weighted average

diluted shares, excluding participating securities (See Note 21 to our Consolidated Financial Statements)

earnings per share—diluted

During the years ended December 31, 2024 and

2023, we recognized a loss of $13.2 million (which includes an excise tax of $1.8 million) and a gain of $8.0 million, respectively, related

to the repurchase of the Series A Preferred Stock and the Series C Preferred Stock.

These items are excluded from net income, but are

required to be added to net income to arrive at income available to common stockholders in the calculation of earnings per share under

Income distributed to participating securities

Undistributed income allocable to participating securities

Adjusted net income available to common stockholders

Weighted average diluted shares, excluding

participating securities (See Note 20 to our Consolidated Financial Statements)

Adjusted earnings per share—diluted

During the year ended December 31, 2025, we recognized

an excise tax of $0.7 million on stock repurchases.

During the years ended December 31, 2024 and 2023, we recognized a loss of $13.2 million

(which includes an excise tax of $1.8 million) and a gain of $8.0 million, respectively, related to the repurchase of the Series A Non-Voting

Convertible Preferred Stock (“Series A Preferred Stock”) and the Series C Preferred Stock.

These items are excluded from net

income, but are required to be added to net income to arrive at income available to common stockholders in the calculation of earnings

per share under U.S.

Liquidity and Capital Resources

The following table summarizes key data regarding

The following table summarizes key information regarding

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

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Accounts receivable

Securities held-to-maturity

Liquid assets

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our subsidiaries.

Liquid assets consist of cash and cash equivalents, financial instruments owned, at fair value, accounts receivable

and securities held-to-maturity.

Liquid assets consist of cash, cash equivalents and restricted cash, financial instruments owned, at fair value, accounts

receivable and securities held-to-maturity.

Our financial instruments owned, at fair value are highly liquid investments.

Accounts receivable are

current assets and primarily represent receivables from advisory fees we earn from our ETPs.

Accounts receivable

are current assets and primarily represent receivables from advisory fees we earn from our ETPs.

Our current liabilities consist primarily

of payments owed to vendors and third parties in the normal course of business, deferred consideration and accrued incentive compensation

for employees.

Cash and cash equivalents increased $51.9 million

during the year ended December 31, 2024 due to $345.0 million of proceeds from the issuance of the 3.25% Convertible Senior Notes due

2029, $113.5 million of net cash provided by operating activities and $48.1 million of proceeds from the sale of financial instruments

owned, at fair value.

These increases were partially offset by $143.8 million used to repurchase the Series A Preferred Stock, $132.7

million to repurchase a portion of our 5.75% Convertible Senior Notes due 2028, $69.4 million used to purchase financial instruments owned,

at fair value, $62.9 million used to repurchase our common stock, $19.0 million used to pay dividends, $14.8 million paid to GBH, $7.7

million used to pay convertible notes issuance costs, $2.3 million used to pay for software development and $2.1 million used in other

Cash and cash equivalents decreased $2.8 million

during the year ended December 31, 2023 due to $184.3 million used to repurchase and settle our 4.25% Convertible Senior Notes due 2023,

$57.4 million used to purchase financial instruments owned, at fair value, $50.0 million used to terminate our deferred consideration—gold

payments obligation, $40.0 million used to repurchase our Series C Preferred Stock, $20.1 million used to pay dividends on our common

stock, $11.2 million used to purchase investments, $3.6 million used to repurchase our common stock, $3.5 million used to pay issuance

costs in respect of our 5.75% Convertible Senior Notes due 2028, $2.1 million used for software development and $1.2 million used in other

These decreases were partly offset by $130.0 million of proceeds from the issuance of the 5.75% Convertible Senior Notes due

2028, $123.6 million of proceeds from the sale of financial instruments owned, at fair value, $85.6 million of net cash provided by operating

activities, $28.8 million of proceeds from the exit from our investment in Securrency, Inc.

in connection with the sale of Securrency,

to an unaffiliated third party, $1.5 million from receipt of contingent consideration related to the sale of our Canadian ETF business,

and $1.1 million from other activities.

Cash and cash equivalents decreased $8.6 million

during the year ended December 31, 2022 due to $55.1 million of net cash provided by operating activities and $52.1 million of proceeds

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

These increases were partly offset by $67.7 million used to purchase financial

instruments owned, at fair value, $21.9 million used to purchase investments, $19.4 million used to pay dividends, $3.4 million used to

repurchase our common stock and $3.4 million from other activities.

of payments owed to vendors and third parties in the normal course of business and accrued incentive compensation for employees.

Cash, cash equivalents and restricted cash increased

$130.5 million during the year ended December 31, 2025 due to $475.0 million of proceeds from the issuance of the 2030 Notes, $147.9 million

of net cash provided by operating activities, $12.6 million of proceeds from the sale of financial instruments owned, at fair value and

$5.6 million from other activities.

These increases were partly offset by $270.3 million paid for the Ceres Acquisition, $102.7 million

used to repurchase our common stock, $39.3 million used to repurchase our 2028 Notes, $32 million used to purchase financial instruments

owned, at fair value, $20.1 million used to purchase investments, $17.3 million used to pay dividends, $14.8 million paid to GBH, $11.1

million used to pay convertible notes issuance costs and $3.0 million used to pay for software development.

Cash, cash equivalents and restricted cash increased

$51.9 million during the year ended December 31, 2024 due to $345.0 million of proceeds from the issuance of the 2029 Notes, $113.5 million

of net cash provided by operating activities and $48.1 million of proceeds from the sale of financial instruments owned, at fair value.

These increases were partially offset by $143.8 million used to repurchase the Series A Preferred Stock, $132.7 million to repurchase

a portion of our 2028 Notes, $69.4 million used to purchase financial instruments owned, at fair value, $62.9 million used to repurchase

our common stock, $19.0 million used to pay dividends, $14.8 million paid to GBH, $7.7 million used to pay convertible notes issuance

costs, $2.3 million used to pay for software development and $2.1 million used in other activities.

Cash, cash equivalents and restricted cash decreased

$2.8 million during the year ended December 31, 2023 due to $184.3 million used to repurchase and settle our 4.25% Convertible Senior

Notes due 2023, $57.4 million used to purchase financial instruments owned, at fair value, $50.0 million used to terminate our deferred

consideration—gold payments obligation, $40.0 million used to repurchase our Series C Preferred Stock, $20.1 million used to pay

dividends on our common stock, $11.2 million used to purchase investments, $3.6 million used to repurchase our common stock, $3.5 million

used to pay issuance costs in respect of our 2028 Notes, $2.1 million used for software development and $1.2 million used in other activities.

These decreases were partly offset by $130.0 million of proceeds from the issuance of our 2028 Notes, $123.6 million of proceeds from

the sale of financial instruments owned, at fair value, $85.6 million of net cash provided by operating activities, $28.8 million of proceeds

from the exit from our investment in Securrency, Inc.

in connection with the sale of Securrency, Inc.

to an unaffiliated third party,

$1.5 million from receipt of contingent consideration related to the sale of our Canadian ETF business, and $1.1 million from other activities.

Convertible Notes

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as of December 31, 2025:

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

● $25.8 million in aggregate principal amount of 5.75% Convertible Senior Notes due 2028 (the “2028 Notes”);

● $345.0 million 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 us 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.

· $150.0 million in aggregate principal amount of the 2026 Notes;

· $345.0 million in aggregate principal amount the 2029 Notes;

· $475.0 million in aggregate principal amount of the 2030 Notes.

Each class of notes was issued pursuant to indentures

dated as of the issuance dates between us and U.S.

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

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, we repurchased $104.2 million in aggregate principal amount of 2028 Notes.

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

As a result of this repurchase, we recognized a loss

on extinguishment of approximately $30.6 million during the year ended December 31, 2024.

on extinguishment of $13.0 million during the year ended December 31, 2025.

Additionally, on November 25, 2025, we redeemed the remaining

$1.8 million in aggregate principal amount of the 2028 Notes, resulting in a loss on extinguishment of $0.8 million.

As of December 31, 2025, we had an aggregate

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June 14, 2021

February 14, 2023

August 13, 2024

August 14, 2025

Maturity date (unless earlier converted, repurchased or redeemed)

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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

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

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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 and March 15, 2026 in respect of the 2030 Notes,

the 2029 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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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.

2027, August 20, 2026 and June 20, 2023 in respect of the 2030 Notes, the 2029 Notes and the 2026 Notes, respectively, and on or prior

to the 45th scheduled trading day with respect to the 2030 Notes and the 55th scheduled trading day with respect

to the 2029 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.

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

144.9275 shares of the Company’s common stock per $1,000 principal amount of the 2030 Notes, the 2029 Notes and the 2026 Notes,

respectively (the equivalent of 93,448,048 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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Use of Capital

Our business does not require us to maintain

a significant cash position.

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

at December 31, 2024 was approximately $39.4 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.

We also maintain a capital return program which includes

a $0.03 per share quarterly cash dividend and authority to purchase our common stock through April 27, 2025, including purchases to offset

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

Our business does not require us to maintain a significant

cash position.

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

31, 2025 was approximately $38.9 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 a $0.03

per share quarterly cash dividend and authority to purchase our common stock through April 27, 2028, including purchases to offset future

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

During the year ended December 31, 2025, we repurchased

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

Currently, $150.0 million remains under

this program for future purchases.

In addition, on August 13, 2024, we repurchased all of our then-outstanding Series A Preferred Stock,

which was convertible into 14,750,000 shares of our common stock, from ETFS Capital for aggregate cash consideration of approximately

Currently, $250.0 million remains

under this program for future purchases.

In addition, on August 13, 2024, we repurchased all of our then-outstanding Series A Preferred

Stock, which was convertible into 14,750,000 shares of our common stock, from ETFS Capital for aggregate cash consideration of approximately

$143.8 million.

See Note 11 to our Consolidated Financial Statements for additional information.

Contractual Obligations

Convertible Notes

We currently have $520.8 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.

We currently have $970.0 million in aggregate principal

amount of Convertible Notes outstanding, of which $150.0 million, $345.0 million and $475 million are scheduled to mature on June 15,

2026, August 15, 2029 and August 15, 2030, in respect of the 2026 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

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Notes” above for additional information.

Contingent Consideration

Pursuant to the Ceres Purchase Agreement, up to $225.0

million of additional consideration is 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, 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

· If the revenue CAGR for the earnout period is greater than 12% but less than 22%,

then the aggregate amount of the earnout consideration will 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 will be $225.0 million.

We have determined that the earnout should be classified

as contingent consideration as (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.

In connection with the Ceres Acquisition, the sellers

established a retention bonus plan for certain Ceres employees pursuant to which the greater of $3.05 million or 10% of any earnout consideration

in excess of $50.0 million will be forfeited by the sellers and paid to participating employees, contingent upon continued employment

through earnout payment date.

Any amounts forfeited due to employee attrition revert to the sellers.

This compensation will be recognized

over the service period with an equal and offsetting receivable from the sellers.

Deferred Consideration–Gold Payments

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Payable to GBH

On November 20, 2023, we repurchased our Series

C Preferred Stock from GBH for aggregate cash consideration of approximately $84.4 million.

Under the terms of the transaction, we paid

GBH $54.8 million to date, with the remainder of the purchase price payable in equal, interest-free installments on the second and third

anniversaries of the closing date.

The implied price per share was $6.02 when considering the interest-free financing element of the transaction.

On November 20, 2023, we repurchased our Series C Preferred

Stock from GBH for aggregate cash consideration of approximately $84.4 million.

Under the terms of the transaction, we have paid GBH $69.6

million to date, with the remainder of the purchase price payable on the third anniversary of the closing date.

The implied price per

share was $6.02 when considering the interest-free financing element of the transaction.

Operating Leases

Total future minimum lease payments with respect

to our operating lease liabilities were $1.0 million at December 31, 2024.

Total future minimum lease payments with respect to

our operating lease liabilities were $3.3 million at December 31, 2025.

Cash flows generated by our operating activities and existing

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Critical Accounting Policies and Estimates

Business Combinations

We account for business combinations under the acquisition

method of accounting in accordance with ASC Topic 805, Business Combinations, which requires an allocation of the consideration

paid by us to the identifiable assets, intangible assets and liabilities based on the estimated fair values as of the closing date of

the acquisition.

Contingent consideration obligations that are elements of consideration transferred are recognized at the acquisition

date as part of the fair value transferred in exchange for the acquired business and are remeasured to fair value each reporting period.

The excess of the fair value of purchase price over the fair values of the identifiable assets, intangible assets and liabilities is recorded

Goodwill and Intangible Assets

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for which discrete financial information is available and management regularly reviews the operating results of that component.

Goodwill is allocated to our U.S.

European business components.

For impairment testing purposes, these components are aggregated as a single reporting unit as they fall

under the same operating segment and have similar economic characteristics.

Goodwill is assessed for impairment annually

on November 30 th .

When performing our goodwill impairment test, we consider a qualitative assessment, when appropriate, and

the market approach and its market capitalization when determining the fair value of the reporting unit.

The results of our most recent

analysis indicated no impairment based upon a quantitative assessment.

test goodwill for impairment at the reporting unit level and have determined that we have a single reporting unit, consistent with our

single operating segment.

Goodwill is assessed for impairment annually on November 30 th .

When performing our goodwill impairment

test, we consider a qualitative assessment, when appropriate, and the market approach and our market capitalization when determining

the fair value of the reporting unit.

The results of our most recent analysis indicated no impairment based upon a quantitative assessment.

Indefinite-lived intangible assets are tested

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Revenue Recognition

We earn a significant portion of our revenues in the form

of advisory fees from our ETPs and recognize this revenue over time, as the performance obligation is satisfied.

Advisory fees are based

on a percentage of the ETPs’ average daily net assets.

Progress is measured using the practical expedient under the output method

resulting in the recognition of revenue in the amount for which 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 assets.

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.

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.

We earn a significant portion of our revenues

in the form of advisory fees from our ETPs and recognize this revenue over time, as the performance obligation is satisfied.

fees are based on a percentage of the ETPs’ average daily net assets.

Progress is measured using the practical expedient under the

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

We earn management fees in exchange for Ceres providing

investment advisory and other management services to Ceres Farms.

Management fees are generally calculated as a stated percentage of members’

capital account balances as of the last day of each calendar quarter, subject to adjustment for any contractual waivers as well as contributions

and redemptions arising in any particular quarter.

Management fees are recognized as revenue over time, as the performance obligation

is satisfied.

We earn performance fees based on a specified

percentage of Ceres Farms’ net profits, subject to contractual fee waivers, high-water marks and loss recovery requirements.

fees are earned only after members have recovered prior losses and applicable thresholds have been met.

Performance fee revenues are recognized

when it is probable that a significant reversal of cumulative revenues recognized will not occur, which generally occurs upon the determination

of fund profits that are no longer subject to clawback or reversal under the governing agreements.

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

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.

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-K

Item 7. Management’s Discussion and Analysis