What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 904 added, 1406 removed, 682 unchanged (77% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As of December 31, 2024, our management,

with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls

and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act.

Based upon that evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective at a reasonable

assurance level in ensuring that material information required to be disclosed by us in the reports that we file or submit under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the rules, regulations and forms of the SEC,

including ensuring that such material information is accumulated by and communicated to our management, including our Chief Executive

Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As of December 31, 2025, our management, with the

participation of our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, evaluated the effectiveness of our

disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act.

Based upon that evaluation, our Chief

Executive Officer, Chief Financial Officer and Chief Accounting Officer concluded that, as of December 31, 2025, our disclosure controls

and procedures were effective at a reasonable assurance level in ensuring that material information required to be disclosed by us in

the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the rules, regulations and forms of the SEC, including ensuring that such material information is accumulated by and communicated to

our management, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, as appropriate to allow timely

decisions regarding required disclosure.

See “Changes in Internal Control over Financial Reporting” below for a discussion

regarding the Ceres Acquisition, which was completed on October 1, 2025 (See Note 3 to our Consolidated Financial Statements).

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, 2024,

there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

Notwithstanding the Ceres Acquisition, during

the quarter ended December 31, 2025, there were no changes in our internal control over financial reporting that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Management on Internal Control over Financial Reporting

16 unchanged sentences

assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

In accordance with guidance issued by the SEC, companies

are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year

in which the acquisition occurred.

Management’s evaluation of internal control over financial reporting excluded the internal control

activities of Ceres, which the Company acquired on October 1, 2025, as discussed in Note 3 to the Consolidated Financial Statements.

Company has included the financial results of this acquisition in the consolidated financial statements from the date of acquisition.

As of the date of this Report, we are in the process of completing the integration of the Ceres Acquisition into our overall internal

control over financial reporting, and have deferred our assessment of the internal control over financial reporting related to the Ceres

Acquisition, which for the year ended December 31, 2025 constituted 1.2% and 0.6% of total assets and net assets, respectively, at December

31, 2025, and 2.4% and 5.0% of revenues and net income, respectively, for the year then ended.

Based on the assessment, management has concluded

5 unchanged sentences

10b5-1 Trading Arrangements

During the three months ended December 31, 2024,

none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or

modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of

Regulation S-K).

On November 24, 2025, R.

Jarrett Lilien, our President

and Chief Operating Officer, entered into a stock trading plan designed to comply with Rule 10b5-1 under the Exchange Act.

Under the terms

of the plan, Mr.

Lilien will sell up to an aggregate of 120,000 shares of our common stock, subject to certain price limitations set forth

The plan will terminate on November 27, 2026.

The plan was adopted during an open trading window, and no sales will commence

under the plan until completion of the required cooling off period.

During the three months ended December 31, 2025, none of our other directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 401 of

Regulation S-K regarding directors and officers will be contained in our definitive proxy statement to be filed pursuant to Regulation

14A for our 2025 Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, or in an amendment to this

Form 10-K, and is incorporated herein by reference.

The information required by Item 401 of Regulation

S-K regarding directors and officers will be contained in our definitive proxy statement to be filed pursuant to Regulation 14A for our

2026 Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, or in an amendment to this Form 10-K,

and is incorporated herein by reference.

The information required by Item 405 of

6 unchanged sentences

a provision of the Code of Business Conduct and Ethics by posting such information on our website, at the address and location specified

We have adopted an insider trading policy that

governs the purchase, sale and/or other transactions of our securities by our directors, officers and employees.

A copy of our insider

trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

In addition, with regard to our Company trading in its own

securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements.

The information required by Item 407(c)(3),

(d)(4) and (d)(5) of Regulation S-K will be contained in our definitive proxy statement or in an amendment to this Form 10-K and is incorporated

We have adopted an insider trading policy that governs the purchase, sale and/or other transactions of our securities by our directors, officers and employees.

A copy of our insider trading policy is incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024.

In addition, with regard to our Company trading in its own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements.

The information required by Item 407(c)(3), (d)(4)

and (d)(5) of Regulation S-K will be contained in our definitive proxy statement or in an amendment to this Form 10-K and is incorporated

herein by reference.

12 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent public accounting firm is Ernst &

Young LLP, NewYork, New York, PCAOB Auditor ID 42 .

The information required by Item 9(e) of

Schedule 14A will be contained in our definitive proxy statement or in an amendment to this Form 10-K and is incorporated herein by reference.

Our independent public accounting firm is Ernst & Young LLP, NewYork, New York, PCAOB Auditor ID 42 .

The information required by Item 9(e) of Schedule 14A will be contained in our definitive proxy statement or in an amendment to this Form 10-K and is incorporated herein by reference.

FINANCIAL STATEMENT SCHEDULES

The following are filed as part of this

The following are filed as part of this Report:

Consolidated Financial Statements :

The consolidated financial statements and reports of independent registered public accounting

firm required by this item are included beginning on page F-1.

The consolidated financial statements and reports of independent registered public accounting firm required by this item are included beginning on page F-1.

Financial Statement Schedules :

All other schedules are omitted because they

are not applicable or not required, or because the required information is shown either in the consolidated financial statements or in

the notes thereto.

The list of exhibits in the Exhibit

Index immediately preceding the exhibits to this Report is incorporated herein by reference in response to this item.

All other schedules are omitted because they are not applicable or not required, or because the required information is shown either in the consolidated financial statements or in the notes thereto.

The list of exhibits in the Exhibit Index immediately preceding the exhibits to this Report is incorporated herein by reference in response to this item.

FORM 10-K SUMMARY

2 unchanged sentences

Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting

To the Stockholders and the Board

of Directors of WisdomTree, Inc.

Reports of Independent Registered Public Accounting Firm F-2

Consolidated Balance Sheets as of December 31, 2025 and 2024 F-5

Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024 and 2023 F-6

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023 F-7

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2025, 2024 and 2023 F-8

Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023 F-9

Notes to Consolidated Financial Statements F-11

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of WisdomTree, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of WisdomTree, Inc.

subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income,

changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related

notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its

operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

generally accepted

accounting principles.

Company’s disclosure of additional measures of segment profit or loss

In Note 27 to the consolidated financial statements, the Company has elected to disclose adjusted operating

income and adjusted operating income margin as additional segment profit or loss measures as permitted pursuant to ASC 280 and that

Securities and Exchange Commission (SEC) defines as a non-GAAP measure.

Accordingly, we express no opinion on whether the additional

segment profit or loss measures comply with SEC Regulation S-K, Item 10(e) and Regulation G, Item 101.

We also have audited, in accordance with the standards of the Public Company Accounting

Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria

established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013

framework), and our report dated February 26, 2025 expressed an unqualified opinion thereon.

and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility

is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards

require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of

the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included

examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating

the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period

audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to

accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements,

taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit

matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

ETFS Indefinite-Lived Intangible Assets – Assessment of Carrying Value

Description of the Matter

Description of the

At December 31, 2025, the Company held indefinite-lived intangible assets related to the right to manage assets under management through customary advisory agreements, which have no expiration date, in connection with the ETFS acquisition, with an aggregate carrying value of $601,247,000.

1 unchanged sentence

Indefinite-lived intangible assets are impaired if their estimated fair values are less than their carrying values.

The Company determined the fair value of its ETFS intangible assets using an income approach (discounted cash flow analysis) with significant unobservable inputs that included the weighted average cost of capital and projected revenue growth rates.

Auditing the Company’s quantitative impairment assessment for its ETFS indefinite-lived intangible assets was complex due to the significant unobservable inputs required in determining fair value.

In particular, the fair value estimate of the ETFS indefinite-lived intangible assets was sensitive to the significant unobservable inputs described above which are affected by future economic and market conditions and thus require significant judgment.

How we Addressed the Matter in Our Audit

How We Addressed

the Matter in Our

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s indefinite-lived intangible asset impairment assessment process.

This included controls around management’s review of the significant unobservable inputs described above and the completeness and accuracy of the inputs to the valuation model.

To test the Company’s quantitative impairment assessment of ETFS indefinite-lived

intangible assets, our audit procedures included, among others, evaluating the Company’s selection of its fair value methodology,

testing the significant unobservable inputs used in the valuation model, evaluating the clerical accuracy of the valuation model and testing

the completeness and accuracy of the underlying data used by the Company to determine fair value.

For example, we agreed certain inputs

used to calculate the weighted average cost of capital to market data.

We compared the projected revenue growth rates to the Company's

historical results and to those of other guideline public companies in the same industry.

In addition, we assessed the accuracy of the

Company's historical projections by comparing them to actual operating results.

We involved our valuation specialists to assist in our

evaluation of the Company’s valuation model, the weighted average cost of capital used by the Company and the comparability of the

guideline public companies selected by the Company and to calculate an independent estimate of the indefinite-lived intangible assets

which we compared to the Company’s fair value estimate.

Additionally, we performed sensitivity analyses of certain significant unobservable

inputs described above to evaluate the changes in the fair value of ETFS indefinite-lived intangible assets that would result from reasonably

expected changes in the significant assumptions.

To test the Company’s quantitative impairment assessment of ETFS indefinite-lived intangible assets, our audit procedures included, among others, evaluating the Company’s selection of its fair value methodology, testing the significant unobservable inputs used in the valuation model, evaluating the clerical accuracy of the valuation model and testing the completeness and accuracy of the underlying data used by the Company to determine fair value.

For example, we agreed certain inputs used to calculate the weighted average cost of capital to market data.

We compared the projected revenue growth rates to the Company's historical results and to those of other guideline public companies in the same industry.

In addition, we assessed the accuracy of the Company's historical projections by comparing them to actual operating results.

We involved our valuation specialists to assist in our evaluation of the Company’s valuation model, the weighted average cost of capital used by the Company and the comparability of the guideline public companies selected by the Company and to calculate an independent estimate of the indefinite-lived intangible assets which we compared to the Company’s fair value estimate.

Additionally, we performed sensitivity analyses of certain significant unobservable inputs described above to evaluate the changes in the fair value of ETFS indefinite-lived intangible assets that would result from reasonably expected changes in the significant assumptions.

Valuation of intangible asset related to the customary advisory agreement and the contingent consideration liability related to the acquisition of Ceres Partners, LLC

Description of the

As disclosed in Notes 1, 3, 11 and 23 to the consolidated financial statements, on October 1, 2025, the Company completed the acquisition of Ceres Partners, LLC (the “Ceres Acquisition”) for aggregate consideration of (i) $275,000,000 in cash subject to customary post-closing adjustments, and (ii) earnout consideration of up to $225,000,000 payable in 2030, contingent upon Ceres achieving a compound annual growth rate (“CAGR”) in revenue of 12% to 22% during the earnout measurement period.

The transaction was accounted for under the acquisition method of accounting which requires, among other things, the assets acquired and liabilities assumed be recognized at their respective fair values as of the acquisition date.

As part of acquisition accounting, the Company recognized $135,000,000 in intangible assets related to a customary advisory agreement and a $11,100,000 contingent consideration liability, which is remeasured at fair value each reporting period with changes recorded in earnings.

Auditing the valuation of the customary advisory agreement intangible asset and the contingent consideration liability was complex and required the involvement of specialists because the fair value measurements were highly sensitive to forward looking assumptions which involve significant judgment, rely on unobservable inputs, and could be affected by future economic and market conditions.

The customary advisory agreement was valued using the multi period excess earnings method, which relies upon significant unobservable inputs including long-term revenue growth rate and discount rate.

The contingent consideration utilized a Monte Carlo simulation model to estimate fair value.

This method relied upon significant unobservable inputs including revenue volatility and discount rate.

How We Addressed

the Matter in Our

We obtained an understanding of, evaluated the design of, and tested the operating effectiveness of controls over the Company’s valuation process.

This included testing management’s review controls over the valuation methodologies, significant unobservable inputs described above, and completeness and accuracy of the data inputs used in the valuation models.

To test the customary advisory agreement and contingent consideration fair value, our audit procedures included, among others, evaluating the methodology used, the significant unobservable inputs discussed above and the underlying data used by the Company.

We read the executed purchase and sale agreement and other relevant transaction documents.

We also involved our valuation specialists to assist in evaluating the Company’s valuation methodologies, as well as the significant unobservable inputs used.

For the customary advisory agreement, this included assessing the reasonableness of the long-term revenue growth rate and discount rate.

For contingent consideration this included assessing the reasonableness of the revenue volatility and discount rate.

The audit team, in conjunction with our specialists, compared these significant unobservable inputs in both models to historical performance of the acquired business, industry trends, macroeconomic conditions, and other available market data.

We tested the completeness and accuracy of the data used in the valuation models, evaluated the mathematical accuracy of the models, and developed independent valuation ranges to assess the reasonableness of the Company’s recorded amounts.

In addition, we performed sensitivity analyses to evaluate how changes in significant unobservable inputs would affect the fair value measurements and agreed certain key inputs to underlying documentation.

/s/ Ernst & Young LLP

We have served as the Company’s

auditor since 2010.

We have served as the Company’s auditor since 2010.

New York, New York

February 25, 2026

Report of Independent Registered Public Accounting

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of WisdomTree, Inc.

Opinion on Internal Control Over Financial Reporting

Opinion on Internal Control

Over Financial Reporting

We have audited WisdomTree, Inc.

and subsidiaries’ internal control over financial

reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, WisdomTree, Inc.

and subsidiaries’

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based

on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting

Oversight Board (United States) (PCAOB), the 2024 consolidated financial statements of the Company and our report dated February 26, 2025

internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

opinion, WisdomTree, Inc.

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial

reporting as of December 31, 2025, based on the COSO criteria.

As indicated in the accompanying Report of Management

on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control

over financial reporting did not include the internal controls of Ceres Partners, LLC, which is included in the 2025 consolidated financial

statements of the Company and constituted 1.2% and 0.6% of total and net assets, respectively, as of December 31, 2025 and 2.4% and 5.0%

of revenues and net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company

also did not include an evaluation of the internal control over financial reporting of Ceres Partners, LLC.

We also have audited, in accordance with the standards

of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December

31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and

cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 25,

2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control

over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying

Report of Management on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s

internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards

require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting

was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting,

assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control

based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our

audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes

those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures

of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that

could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not

prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls

may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management is responsible for maintaining

effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting

included in the accompanying Report of Management on Internal Control over Financial Reporting.

Our responsibility is to express an opinion

on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the

PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal

control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal

control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of

Internal Control Over Financial Reporting

A company’s internal control over financial reporting

is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over

financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition

of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

/s/ Ernst & Young LLP

6 unchanged sentences

Current assets:

Cash, cash equivalents and restricted cash (including $ 11,282 and $ 5,007 invested in WisdomTree

Government Money Market Digital Fund at December 31, 2024 and 2023, respectively)

Financial instruments owned, at fair value (including $ 78,540 and $ 47,559 invested in WisdomTree products

at December 31, 2024 and 2023, respectively)

Cash, cash equivalents and restricted cash (including $ 145,242 and $ 11,282 invested in WisdomTree Treasury Money Market Digital Fund at December 31, 2025 and 2024, respectively) $ 311,732 $ 181,191

Financial instruments owned, at fair value (including $ 99,480 and $ 78,540 invested in WisdomTree products at December 31, 2025 and 2024, respectively) 107,117 85,439

Accounts receivable (including $ 55,432 and $ 34,959 due from related parties at December 31, 2025 and 2024, respectively) 64,452 44,866

3 unchanged sentences

Fixed assets, net 431 336

Securities held-to-maturity

Deferred tax assets, net 9,803 11,656

4 unchanged sentences

Other noncurrent assets 925 631

Total assets $ 1,512,941 $ 1,033,540

Liabilities and stockholders’ equity

Current liabilities:

Fund management and administration payable

Convertible notes—current $ 149,604 $ —

Compensation and benefits payable 52,435 39,701

Fund management and administration payable 29,448 31,135

Payable to Gold Bullion Holdings (Jersey) Limited (“GBH”) (Note 12) 13,940 14,804

Operating lease liabilities—current (Note 13) 1,614 709

Income taxes payable 2,295 724

Operating lease liabilities (Note 13)

Accounts payable and other liabilities 32,720 22,124

Total current liabilities 282,056 109,197

Convertible notes (Note 10)

Convertible notes—long term (Note 10) 804,203 512,033

Contingent consideration 11,844 —

Operating lease liabilities—long term (Note 13) 1,166 171

Payable to GBH (Note 12) —

Operating lease liabilities (Note 13)

Total liabilities 1,099,269 633,560

Preferred stock—Series A Non-Voting Convertible, par value $ 0.01 ;

Zero and 14.750 shares authorized, issued and outstanding at December 31, 2024 and 2023, respectively;

redemption value of $ 0 and $ 96,869 at December 31, 2024 and 2023, respectively) (Note 11)

Contingencies (Note 14)

Stockholders’ equity

Preferred stock, par value $ 0.01 ;

2,000 shares authorized:

Common stock, par value $ 0.01 ;

1 unchanged sentence

issued and outstanding:

146,102 and 150,330 at

December 31, 2024 and 2023, respectively

140,713 and 146,102 at December 31, 2025 and 2024, respectively 1,407 1,461

Additional paid-in capital 189,244 270,303

Accumulated other comprehensive loss

Accumulated other comprehensive income/(loss) 2,227 ( 1,607 )

Retained earnings 220,794 129,823

1 unchanged sentence

Total liabilities and stockholders’ equity $ 1,512,941 $ 1,033,540

The accompanying notes are an integral part

of these consolidated financial statements

The accompanying notes are an integral part of these consolidated

financial statements

WisdomTree, Inc.

2 unchanged sentences

(In Thousands, Except Per Share Amounts)

Year Ended December 31,

Ended December 31,

Operating Revenues:

Advisory fees $ 439,987 $ 395,362 $ 333,227

Management fees 4,908 —

Performance fees 7,105 —

Other revenues 41,753 32,375 15,808

10 unchanged sentences

Third-party distribution fees 15,944 11,138 9,377

Acquisition-related costs 4,693 —

Other 11,820 10,519 9,852

Total operating expenses 319,558 290,444 261,543

5 unchanged sentences

Impairments (Note 24) —

Loss on extinguishment of debt (Note 10)

Loss on extinguishment of convertible notes (Note 10) ( 13,844 ) ( 30,632 ) ( 9,721 )

Remeasurement of contingent consideration ( 710 ) —

Other gains/(losses), net 2,030 874 ( 1,631 )

Income before income taxes 142,218 95,402 119,008

Income tax expense/(benefit)

Income tax expense 33,085 28,709 16,462

Net income $ 109,133 $ 66,693 $ 102,546

Earnings per share—basic $ 0.77 $ 0.34 $ 0.66

3 unchanged sentences

Cash dividends declared per common share $ 0.12 $ 0.12 $ 0.12

The accompanying notes are an integral part of these

consolidated financial statements

The accompanying notes are an integral part of these consolidated

financial statements

WisdomTree, Inc.

3 unchanged sentences

Year Ended December 31,

Other comprehensive (loss)/income

2025 2024 2023

Net income $ 109,133 $ 66,693 $ 102,546

Other comprehensive income/(loss)

Foreign currency translation adjustment, net of income taxes 3,834 ( 1,059 ) 872

Other comprehensive (loss)/income

Other comprehensive income/(loss) 3,834 ( 1,059 ) 872

Comprehensive income $ 112,967 $ 65,634 $ 103,418

The accompanying notes are an integral part

of these consolidated financial statements

The accompanying notes are an integral part of these consolidated

financial statements

WisdomTree, Inc.

3 unchanged sentences

Comprehensive

Income/(Loss)

Deficit)/Retained

(Loss)/Income

Balance—January 1, 2023 —

Restricted stock issued and vesting of

restricted stock units, net

146,517 $ 1,465 $ 291,847 $ ( 1,420 ) $ 13,719 $ 305,611

Restricted stock issued and vesting of restricted stock units, net — —

3,412 34 ( 34 ) —

Shares issued in connection with convertible notes that matured on June 15, 2023 — —

1,037 10 35 —

Shares issued in connection with termination of the deferred consideration—gold payments obligation, net of issuance costs (Note 9) 13 —

Shares repurchased that were issued in connection with termination of the deferred consideration—gold payments obligation, net of issuance costs (Note 9) ( 13 ) —

Shares repurchased — —

( 636 ) ( 6 ) ( 3,564 ) —

Stock-based compensation — —

Other comprehensive loss

Other comprehensive income — —

Dividends — —

( 20,524 ) ( 20,524 )

Net income — —

102,546 102,546

Balance—December 31, 2023 —

Restricted stock issued and vesting of

restricted stock units, net

Shares issued in connection with

convertible notes that matured on

June 15, 2023 (Note 10)

Shares issued in connection with

termination of the deferred

consideration—gold payments

obligation, net of issuance costs

Shares repurchased that were issued

in connection with termination of

the deferred consideration—gold

payments obligation, net of

issuance costs (Notes 12 and 23)

150,330 $ 1,503 $ 312,440 $ ( 548 ) $ 95,741 $ 409,136

Restricted stock issued and vesting of restricted stock units, net — —

2,572 26 ( 26 ) —

Shares repurchased — —

( 6,800 ) ( 68 ) ( 62,802 ) —

Stock-based compensation — —

Other comprehensive income

Repurchase of Series A Preferred Stock (Note 22) — —

( 11,375 ) ( 11,375 )

Excise taxes—stock repurchases — —

( 1,868 ) ( 1,868 )

Other comprehensive loss — —

Dividends — —

( 19,368 ) ( 19,368 )

Net income — —

66,693 66,693

Balance—December 31, 2024 —

Restricted stock issued and vesting of

restricted stock units, net

146,102 $ 1,461 $ 270,303 $ ( 1,607 ) $ 129,823 $ 399,980

Restricted stock issued and vesting of restricted stock units, net — —

2,708 27 ( 27 ) —

Shares repurchased — —

( 8,097 ) ( 81 ) ( 102,651 ) —

Stock-based compensation — —

Repurchase of Series A Preferred

Stock (Note 11)

Excise taxes—stock repurchases — —

Other comprehensive loss

( 717 ) ( 717 )

Other comprehensive income — —

Dividends — —

( 17,445 ) ( 17,445 )

Net income — —

109,133 109,133

Balance—December 31, 2025 —

The accompanying notes are an integral part of these

consolidated financial statements

140,713 $ 1,407 $ 189,244 $ 2,227 $ 220,794 $ 413,672

The accompanying notes are an integral part of these consolidated

financial statements

WisdomTree, Inc.

2 unchanged sentences

(In Thousands)

Year Ended December 31,

Ended December 31,

Cash flows from operating activities:

Net income $ 109,133 $ 66,693 $ 102,546

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

Advisory fees received in gold and other precious metals

Loss on extinguishment of debt

Advisory fees received in gold, other precious metals and cryptocurrency ( 73,540 ) ( 53,452 ) ( 49,400 )

Stock-based compensation 21,619 20,691 16,190

Loss on extinguishment of convertible notes 13,844 30,632 9,721

Depreciation and amortization 3,778 1,752 872

Amortization of issuance costs—convertible notes 3,297 1,893 1,817

(Gains)/losses on financial instruments owned, at fair value ( 1,904 ) ( 4,851 ) 517

Imputed interest on payable to GBH 1,781 2,635 297

Amortization of issuance costs—convertible notes

Depreciation and amortization

Amortization of right of use asset 1,527 1,304 1,285

Losses on investments

Deferred income taxes 981 ( 398 ) ( 481 )

Increase in fair value of contingent consideration 710

(Gains)/losses on investments ( 50 ) 1,135 242

Gain on revaluation of deferred consideration—gold payments —

Impairments —

Contractual gold payments —

Changes in operating assets and liabilities:

Changes in operating assets and

Accounts receivable ( 2,282 ) ( 9,036 ) ( 6,212 )

Prepaid expenses ( 1,872 ) ( 107 ) ( 518 )

Gold and other precious metals

Gold, other precious metals and cryptocurrency 70,624 52,640 42,150

Other assets ( 537 ) ( 247 ) 281

Fund management and administration payable ( 2,382 ) 1,290 5,837

5 unchanged sentences

Cash flows from investing activities:

Cash paid—acquisition of Ceres Partners, LLC, net of cash acquired (Note 3 ) ( 270,346 ) —

Purchase of financial instruments owned, at fair value ( 32,028 ) ( 69,439 ) ( 57,364 )

Cash paid—software development

Purchase of investments ( 20,053 ) ( 674 ) ( 11,228 )

Cash paid—software development ( 2,968 ) ( 2,336 ) ( 2,149 )

Purchase of fixed assets ( 215 ) ( 141 ) ( 113 )

7 unchanged sentences

Cash flows from financing activities:

Repurchase of Series A Preferred Stock

Repurchase and maturity of convertible notes

Shares repurchased ( 102,732 ) ( 62,870 ) ( 3,570 )

Repurchase and maturity of convertible notes ( 39,304 ) ( 132,713 ) ( 184,272 )

Dividends paid ( 17,308 ) ( 19,002 ) ( 20,144 )

1 unchanged sentence

Issuance costs—convertible notes ( 11,064 ) ( 7,667 ) ( 3,548 )

Repurchase of Series A Preferred Stock —

( 143,812 ) —

Repurchase costs—Series A Preferred Stock —

Proceeds from the issuance of convertible notes (Note 10)

Termination of deferred consideration—gold payments —

1 unchanged sentence

Issuance costs—Series C Preferred Stock —

Net cash used in financing activities

(Decrease)/increase in cash flow due to changes in foreign exchange rate

Proceeds from the issuance of convertible notes (Note 10) 475,000 345,000 130,000

Net cash provided by/(used in) financing activities 289,788 ( 36,000 ) ( 171,636 )

Increase(decrease) in cash flow due to changes in foreign exchange rate 5,840 ( 1,700 ) 1,191

Net increase/(decrease) in cash and cash equivalents 130,541 51,886 ( 2,796 )

1 unchanged sentence

Cash, cash equivalents and restricted cash—end of year $ 311,732 $ 181,191 $ 129,305

Year Ended December 31,

Ended December 31,

Supplemental disclosure of cash flow information:

2 unchanged sentences

NON-CASH ACTIVITIES

On May 10, 2023, the Company issued 13.087 shares

of Series C Non-Voting Convertible Preferred Stock (the “Series C Preferred Stock”) (valued at $86,898) in connection with

the termination of its deferred consideration—gold payments obligation.

On May 10, 2023, the Company issued 13.087 shares of

Series C Non-Voting Convertible Preferred Stock (the “Series C Preferred Stock”) (valued at $86,898) in connection with the

termination of its deferred consideration—gold payments obligation.

Those shares were subsequently repurchased on November 20, 2023

2023 for aggregate consideration of approximately $84,411, with $40,000 paid on the closing date and the remainder of the purchase price

payable in equal annual installments on the first, second and third anniversaries of the closing date, with no requirement to pay interest.

See Notes 11 and 12 for additional information.

On June 15, 2023, the Company issued 1,037 shares

of common stock (as the conversion option was in the money) in connection with the maturity of $60,000 aggregate principal amount of 4.25%

Convertible Senior Notes due 2023.

The accompanying notes are

an integral part of these consolidated financial statements

for aggregate consideration of approximately $84,411, with $40,000 paid on the closing date and the remainder of the purchase price payable

in equal annual installments on the first, second and third anniversaries of the closing date, with no requirement to pay interest.

Note 12 for additional information.

On June 15, 2023, the Company issued 1,037 shares of common

stock (as the conversion option was in the money) in connection with the maturity of $60,000 aggregate principal amount of 4.25% Convertible

Senior Notes due 2023.

The accompanying notes are an integral

part of these consolidated financial statements

WisdomTree, Inc.

3 unchanged sentences

Organization and Description of Business

WisdomTree, Inc., through its global subsidiaries (collectively, “WisdomTree”

or the “Company”), is a global financial innovator, offering a diverse suite of exchange-traded products (“ETPs”),

models, solutions and products leveraging blockchain technology.

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

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

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

The Company has the following

wholly-owned operating subsidiaries:

WisdomTree, Inc., through its subsidiaries in the U.S.

and Europe (collectively, “WisdomTree” or the “Company”), is a global financial innovator, offering a diverse suite of exchange-traded products (“ETPs”), models and solutions, private market investments and digital asset-related products.

Building on its heritage of innovation, the Company offers next-generation digital products and services related to tokenized real world assets and stablecoins, including tokenized mutual funds (“Digital Funds”), as well as its institutional platform, WisdomTree Connect, and blockchain-native digital wallet, WisdomTree Prime.

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

The Company has the following wholly-owned operating subsidiaries:

· WisdomTree Asset Management, Inc.

(“WTAM”) is a New York based investment adviser registered with the SEC, providing

investment advisory and other management services to the WisdomTree Trust (“WTT”) and WisdomTree exchange-traded funds (“ETFs”).

(“WTAM”) is a New York based investment adviser registered with the SEC, providing investment advisory and other management services to the WisdomTree Trust (“WTT”) and WisdomTree exchange-traded funds (“ETFs”).

The WisdomTree ETFs are issued in the U.S.

WTT is a non-consolidated Delaware statutory trust registered with the SEC as an open-end

management investment company.

The Company has licensed to WTT the use of certain of its own indexes on an exclusive basis for the WisdomTree

ETFs in the U.S.

● WisdomTree Management Jersey Limited (“ManJer”) is a Jersey based management company providing management services

to seven issuers (the “ManJer Issuers”) in respect of the ETPs issued and listed by the ManJer Issuers covering commodity,

currency, cryptocurrency and leveraged-and-inverse strategies.

● WisdomTree Multi Asset Management Limited (“WTMAML”) is a Jersey based management company providing management

services to WisdomTree Multi Asset Issuer PLC (“WMAI”) in respect of the ETPs issued by WMAI.

WMAI is a non-consolidated public

limited company domiciled in Ireland.

● WisdomTree Management Limited (“WML”) is an Ireland based management company providing management services to WisdomTree

Issuer ICAV (“WTICAV”) in respect of the WisdomTree UCITS ETFs issued by WTICAV.

WTICAV is a non-consolidated public limited

company domiciled in Ireland.

WTT is a non-consolidated Delaware statutory trust registered with the SEC as an open-end management investment company.

The Company has licensed to WTT the use of certain of its own indexes on an exclusive basis for the WisdomTree ETFs in the U.S.

· WisdomTree Management Jersey Limited (“ManJer”) is a Jersey based management company providing management services to seven issuers (the “ManJer Issuers”) in respect of the ETPs issued and listed by the ManJer Issuers covering commodity, currency, cryptocurrency and leveraged-and-inverse strategies.

· WisdomTree Multi Asset Management Limited (“WTMAML”) is a Jersey based management company providing management services to WisdomTree Multi Asset Issuer PLC (“WMAI”) in respect of the ETPs issued by WMAI.

WMAI is a non-consolidated public limited company domiciled in Ireland.

· WisdomTree Management Limited (“WML”) is an Ireland based management company providing management services to WisdomTree Issuer ICAV (“WTICAV”) in respect of the WisdomTree UCITS ETFs issued by WTICAV.

WTICAV is a non-consolidated public limited company domiciled in Ireland.

· WisdomTree UK Limited (“WTUK”) is a U.K.

based company registered with the Financial Conduct Authority currently

providing distribution and support services to ManJer, WTMAML and WML.

based company registered with the Financial Conduct Authority currently providing distribution and support services to ManJer, WTMAML and WML.

· WisdomTree Europe Limited is a U.K.

1 unchanged sentence

These services are now provided directly by WTUK.

WisdomTree Europe Limited is no longer regulated and does not provide any regulated

● WisdomTree Ireland Limited (“WT Ireland”) is an Ireland based company authorized by the Central Bank of Ireland

providing distribution services to ManJer, WTMAML and WML.

● WisdomTree Digital Commodity Services, LLC is a New York based company that serves as the sponsor of the WisdomTree Bitcoin

Fund, which is currently effective with the SEC.

The WisdomTree Bitcoin Fund is an exchange-traded fund that issues common shares of beneficial

interest and is listed on the Cboe BZX Exchange, Inc.

WisdomTree Europe Limited is no longer regulated and does not provide any regulated services.

· WisdomTree Ireland Limited (“WT Ireland”) is an Ireland based company authorized by the Central Bank of Ireland providing distribution services to ManJer, WTMAML and WML.

· WisdomTree Digital Commodity Services, LLC is a New York based company that serves as the sponsor of the WisdomTree Bitcoin Fund, which is currently effective with the SEC.

The WisdomTree Bitcoin Fund is an exchange-traded fund that issues common shares of beneficial interest and is listed on the Cboe BZX Exchange, Inc.

The WisdomTree Bitcoin Fund provides exposure to the spot price of bitcoin.

· WisdomTree Digital Management, Inc.

(“WT Digital Management”) is a New York based investment adviser registered

with the SEC, providing investment advisory and other management services to the WisdomTree Digital Trust (“WTDT”) and WisdomTree

Digital Funds.

(“WT Digital Management”) is a New York based investment adviser registered with the SEC, providing investment advisory and other management services to the WisdomTree Digital Trust (“WTDT”) and WisdomTree Digital Funds.

The WisdomTree Digital Funds are issued in the U.S.

WTDT is a non-consolidated Delaware statutory trust registered

with the SEC as an open-end management investment company.

Each Digital Fund uses a blockchain-integrated recordkeeping system to maintain

a record of its shares on one or more blockchains (e.g., Stellar or Ethereum), but does not directly or indirectly invest in any assets

that rely on blockchain technology, such as cryptocurrencies.

WTDT is a non-consolidated Delaware statutory trust registered with the SEC as an open-end management investment company.

Each Digital Fund uses a blockchain-integrated recordkeeping system to maintain a record of its shares on one or more blockchains (e.g., Stellar or Ethereum), but does not directly or indirectly invest in any assets that rely on blockchain technology, such as cryptocurrencies.

· WisdomTree Digital Movement, Inc.

(“WT Digital Movement”) is a New York based company operating as a money services

business registered with the Financial Crimes Enforcement Network.

WT Digital Movement has obtained and is seeking additional state money

transmitter licenses to operate a platform for the purchase, sale and exchange of tokenized assets, while also providing blockchain-native

digital wallet services through WisdomTree Prime to facilitate such activity.

(“WT Digital Movement”) is a New York based company operating as a money services business registered with the Financial Crimes Enforcement Network.

WT Digital Movement has obtained state money transmitter licenses or the equivalent in all 50 states and the District of Columbia to operate a platform for the purchase, sale and exchange of tokenized assets, while also providing blockchain-native digital wallet services through WisdomTree Prime to facilitate such activity.

· WisdomTree Securities, Inc.

is a New York based limited purpose broker-dealer (i.e., mutual fund retailer) registered with

the SEC and FINRA, facilitating transactions in WisdomTree Digital Funds.

is a New York based limited purpose broker-dealer (i.e., mutual fund retailer) registered with the SEC and a member of FINRA, facilitating transactions in WisdomTree Digital Funds and serving as the distributor for the WisdomTree Digital Funds.

It is also authorized to sell shares of registered funds, including the WisdomTree Digital Funds, from its own inventory as principal.

· WisdomTree Transfers, Inc.

is a New York based transfer agent registered with the SEC, providing transfer agency and registrar

services for the Digital Funds.

The transfer agent uses a blockchain-integrated recordkeeping system for the ownership of WisdomTree Digital

● WisdomTree Digital Trust Company, LLC is a New York based limited liability trust company that has been formed to operate as

a limited purpose trust company under New York Banking Law and is licensed to engage in virtual currency business activity by the New

York State Department of Financial Services.

is a New York based transfer agent registered with the SEC, providing transfer agency and registrar services for the Digital Funds.

The transfer agent uses a blockchain-integrated recordkeeping system for the ownership of WisdomTree Digital Fund shares.

· WisdomTree Digital Trust Company, LLC is a New York based limited liability trust company that has been formed to operate as a limited purpose trust company under New York Banking Law and is licensed to engage in virtual currency business activity by the New York State Department of Financial Services.

· Ceres Partners, LLC (“Ceres”) is an Indiana based investment adviser registered with the SEC, providing investment advisory and other management services to Ceres Farms, LLC (“Ceres Farms”), an open-ended investment fund whose objective is to generate attractive total return through the acquisition and management of farmland primarily in the midwestern U.S.

· Ceres Securities, LLC is an Indiana based limited purpose broker-dealer registered with the SEC and a member of FINRA, that operates as a placement agent for Ceres Farms, earning placement fees on sales of interests to investors it introduces.

Acquisition of Ceres Partners, LLC

On July 31, 2025, the Company and WisdomTree Farmland Holdings, LLC (formerly WisdomTree Farmland Holdings, Inc.), a wholly-owned subsidiary of the Company (the “Purchaser”), entered into an Equity Purchase Agreement (the “Ceres Purchase Agreement”) with Ceres, the members of Ceres (together, the “Sellers”), and an individual acting as the Sellers’ representative, pursuant to which the Purchaser agreed to acquire from the Sellers all of the issued and outstanding equity interests of Ceres (the “Ceres Acquisition”), subject to the terms and conditions set forth therein.

On October 1, 2025, the Purchaser completed the Ceres Acquisition for aggregate consideration consisting of (i) $ 275,000 in cash payable at closing subject to customary post-closing adjustments, including adjustments to cash, indebtedness and working capital, and (ii) earnout consideration of up to $ 225,000 , payable in 2030, contingent upon Ceres achieving a compound annual growth rate (“CAGR”) in revenue of 12 % to 22 % during the earnout measurement period of January 1, 2025 through December 31, 2029.

See Note 3 for additional information.

Significant Accounting Policies

Basis of Presentation

These consolidated financial statements have

been prepared in conformity with U.S.

generally accepted accounting principles (“GAAP”) and in the opinion of management

reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial statements.

These consolidated financial statements have been prepared in conformity with U.S.

generally accepted accounting principles (“GAAP”) and in the opinion of management reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial statements.

The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries.

All intercompany accounts

and transactions have been eliminated in consolidation.

All intercompany accounts and transactions have been eliminated in consolidation.

The financial results of Ceres are included in the Company’s consolidated financial statements since the acquisition date, October 1, 2025 (See Note 3 ).

Consolidation

The Company consolidates entities in which it

has a controlling financial interest.

The Company determines whether it has a controlling financial interest in an entity by first evaluating

whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”).

The usual condition

for a controlling financial interest in a VOE is ownership of a majority voting interest.

If the Company has a majority voting interest

in a VOE, the entity is consolidated.

The Company has a controlling financial interest in a VIE when the Company has a variable interest

that provides it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance

and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant

The Company reassesses its evaluation of whether

an entity is a VOE or VIE when certain reconsideration events occur.

The Company consolidates entities in which it has a controlling financial interest.

The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”).

The usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest.

If the Company has a majority voting interest in a VOE, the entity is consolidated.

The Company has a controlling financial interest in a VIE when the Company has a variable interest that provides it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company reassesses its evaluation of whether an entity is a VOE or VIE when certain reconsideration events occur.

Segment and Geographic Information

The Company, through its subsidiaries in the U.S.

and Europe, is a global financial

innovator, offering a diverse suite of ETPs, models, solutions and products leveraging blockchain technology.

The Company conducts business

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

management structure, as well as information used by the Company’s Chief Executive Officer (the chief operating decision maker,

or CODM) to allocate resources and other factors.

and Europe, is a global financial innovator, offering a diverse suite of ETPs, models and solutions, private market investments and digital asset-related products and services.

The Company conducts business as a single operating segment as an ETP sponsor and asset manager, which is based upon the Company’s current organizational and management structure, as well as information used by the Company’s Chief Executive Officer (the chief operating decision maker, or CODM) to allocate resources and other factors.

Foreign Currency Translation

Assets and liabilities of subsidiaries whose

functional currency is not the U.S.

Assets and liabilities of subsidiaries whose functional currency is not the U.S.

dollar are translated based on the end of period exchange rates from local currency to U.S.

Results of operations are translated at the average exchange rates in effect during the period.

The impact of the foreign currency translation

adjustment is included in the Consolidated Statements of Comprehensive Income as a component of other comprehensive (loss)/income.

The impact of the foreign currency translation adjustment is included in the Consolidated Statements of Comprehensive Income as a component of other comprehensive (loss)/income.

Use of Estimates

The preparation of the Company’s consolidated

financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities as of the balance sheet dates and the reported amounts of revenues and expenses for the periods presented.

results could differ materially from those estimates.

The preparation of the Company’s consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet dates and the reported amounts of revenues and expenses for the periods presented.

Actual results could differ materially from those estimates.

Revenue Recognition

The Company earns a significant portion of its

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

Advisory Fees

The Company earns a significant portion of its revenues in the form of advisory fees from its ETPs and recognizes this revenue over time, as the performance obligation is satisfied.

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

Progress is measured using the practical expedient

under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

Other revenues are earned from swap providers

associated with certain of the Company’s European listed ETPs, the nature of which are based on a percentage of the ETPs’

average daily net assets.

Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

Management and Performance Fees - Ceres

The Company earns 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.

Performance fees represent variable consideration and are earned based on a specified percentage of Ceres Farms’ net profits, 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 claw back or reversal under the governing agreements.

Other Revenues

Other revenues are earned from swap providers associated with certain of the Company’s European listed ETPs, the nature of which are based on a percentage of the ETPs’ average daily net assets.

The Company also earns transaction-based income on flows associated with certain European listed ETPs.

is no significant judgment in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential

Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount

for which the Company has a right to invoice.

There is no significant judgment in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal.

Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

Contractual Gold Payments

Contractual gold payments were measured and

paid monthly based upon the average daily spot price of gold.

The Company’s obligation to continue making these payments terminated

on May 10, 2023.

Contractual gold payments were measured and paid monthly based upon the average daily spot price of gold.

The Company’s obligation to continue making these payments terminated on May 10, 2023.

Marketing and Advertising

Marketing and advertising costs, including media

advertising and production costs, are expensed when incurred.

Marketing and advertising costs, including media advertising and production costs, are expensed when incurred.

Depreciation and Amortization

Depreciation and amortization is provided for

using the straight-line method over the estimated useful lives of the related assets as follows:

Internally-developed software

The assets listed above are recorded at cost

less accumulated depreciation and amortization.

Depreciation and amortization is provided for using the straight-line method over the estimated useful lives of the related assets as follows:

Intangible assets—Ceres Acquisition (Note 23 ) 25 years

Equipment 3 to 5 years

Internally-developed software 3 years

The assets listed above are recorded at cost less accumulated depreciation and amortization.

Stock-Based Awards

Accounting for stock-based compensation requires

the measurement and recognition of compensation expense for all equity awards based on estimated fair values.

Stock-based compensation

is measured based on the grant-date fair value of the award and is amortized over the relevant service period.

Forfeitures are recognized

when they occur.

Accounting for stock-based compensation requires the measurement and recognition of compensation expense for all equity awards based on estimated fair values.

Stock-based compensation is measured based on the grant-date fair value of the award and is amortized over the relevant service period.

Forfeitures are recognized when they occur.

Third-Party Distribution Fees

The Company pays a percentage of its advisory

fee revenues based on incremental growth in assets under management (“AUM”), subject to caps or minimums, to marketing agents

to sell WisdomTree ETPs and for including WisdomTree ETPs on third-party customer platforms and recognizes these expenses as incurred.

The Company pays a percentage of its advisory fee revenues based on incremental growth in assets under management (“AUM”), subject to caps or minimums, to marketing agents to sell WisdomTree ETPs and for including WisdomTree ETPs on third-party customer platforms and recognizes these expenses as incurred.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments

with an original maturity of 90 days or less at the time of purchase to be classified as cash equivalents.

The Company maintains

deposits with financial institutions in an amount that is in excess of federally insured limits.

Restricted cash is required to be maintained

in a separate account with withdrawal and usage restrictions.

The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be classified as cash equivalents.

The Company maintains deposits with financial institutions in an amount that is in excess of federally insured limits.

Restricted cash is required to be maintained in a separate account with withdrawal and usage restrictions.

Accounts Receivable

Accounts receivable are customer and other obligations

due under normal trade terms.

The Company measures credit losses, if any, by applying historical loss rates, adjusted for current conditions

and reasonable and supportable forecasts to amounts outstanding using the aging method.

Accounts receivable are customer and other obligations due under normal trade terms.

The Company measures credit losses, if any, by applying historical loss rates, adjusted for current conditions and reasonable and supportable forecasts to amounts outstanding using the aging method.

Impairment of Long-Lived Assets

The Company performs a review for the impairment

of long-lived assets when events or changes in circumstances indicate that the estimated undiscounted future cash flows expected to be

generated by the assets are less than their carrying amounts or when other events occur which may indicate that the carrying amount of

an asset may not be recoverable.

Financial Instruments Owned and Financial Instruments Sold,

but Not yet Purchased (at Fair Value)

Financial instruments owned and financial instruments

sold, but not yet purchased are financial instruments classified as either trading or available-for-sale (“AFS”).

These financial

instruments are recorded on their trade date and are measured at fair value.

All equity instruments that have readily determinable fair

values are classified by the Company as trading.

Debt instruments are classified based primarily on the Company’s intent to hold

or sell the instrument.

Changes in the fair value of debt instruments classified as trading and AFS are reported in other income/(expenses)

and other comprehensive income, respectively, in the period the change occurs.

Debt instruments classified as AFS are assessed for impairment

on a quarterly basis and an estimate for credit loss is provided when the fair value of the AFS debt instrument is below its amortized

Credit-related impairments are recognized in earnings with a corresponding adjustment to the instrument’s amortized

cost basis if the Company intends to sell the impaired AFS debt instrument or it is more likely than not the Company will be required

to sell the instrument before recovering its amortized cost basis.

Other credit-related impairments are recognized as an allowance with

a corresponding adjustment to earnings.

The Company performs a review for the impairment of long-lived assets when events or changes in circumstances indicate that the estimated undiscounted future cash flows expected to be generated by the assets are less than their carrying amounts or when other events occur which may indicate that the carrying amount of an asset may not be recoverable.

Financial Instruments Owned (at Fair Value)

Financial instruments owned are financial instruments classified as either trading or available-for-sale (“AFS”).

These financial instruments are recorded on their trade date and are measured at fair value.

All equity instruments that have readily determinable fair values are classified by the Company as trading.

Debt instruments are classified based primarily on the Company’s intent to hold or sell the instrument.

Changes in the fair value of debt instruments classified as trading and AFS are reported in other income/(expenses) and other comprehensive income, respectively, in the period the change occurs.

Debt instruments classified as AFS are assessed for impairment on a quarterly basis and an estimate for credit loss is provided when the fair value of the AFS debt instrument is below its amortized cost basis.

Credit-related impairments are recognized in earnings with a corresponding adjustment to the instrument’s amortized cost basis if the Company intends to sell the impaired AFS debt instrument or it is more likely than not the Company will be required to sell the instrument before recovering its amortized cost basis.

Other credit-related impairments are recognized as an allowance with a corresponding adjustment to earnings.

Impairments resulting from noncredit-related factors are recognized in other comprehensive income.

Amounts recorded in other comprehensive income are reclassified into earnings upon sale of the AFS debt instrument using the specific

identification method.

Securities Held-to-Maturity

The Company accounts for certain of its securities

as held-to-maturity on a trade date basis, which are recorded at amortized cost.

For held-to-maturity securities, the Company has the

intent and ability to hold these securities to maturity and it is not more-likely-than-not that the Company will be required to sell these

securities before recovery of their amortized cost bases, which may be maturity.

Held-to-maturity securities are placed on non-accrual

status when the Company is in receipt of information indicating collection of interest is doubtful.

Cash received on held-to-maturity

securities placed on non-accrual status is recognized on a cash basis as interest income if and when received.

The Company reviews its portfolio of held-to-maturity

securities for impairment on a quarterly basis, recognizing an allowance, if any, by applying an estimated loss rate after consideration

for the nature of collateral securing the financial asset as well as potential future changes in collateral values and historical loss

information for financial assets secured with similar collateral.

Investments in pass-through government-sponsored

enterprises (“GSEs”) are determined to have an estimated loss rate of zero due to an implicit U.S.

government guarantee.

The Company accounts for equity investments

that do not have a readily determinable fair value under the measurement alternative prescribed in Accounting Standards Codification (“ASC”)

Topic 321, Investments – Equity Securities (“ASC 321”), to the extent such investments are not subject to consolidation

or the equity method.

Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed

quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment

of the same issuer.

In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated

earnings of the investee.

Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost

of the investment.

Investments in debt instruments are accounted

for at fair value, with changes in fair value reported in other income/(expenses).

Goodwill is the excess of the purchase price

over the fair values of the identifiable net assets at the acquisition date.

The Company tests goodwill for impairment at least annually

and at the time of a triggering event requiring re-evaluation, if one were to occur.

Goodwill is considered impaired when the estimated

fair value of the reporting unit that was allocated the goodwill is less than its carrying value.

If the estimated fair value of such

reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying

amount of goodwill.

A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes

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

Goodwill is allocated to the Company’s

business and 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 its goodwill impairment test, the Company considers a qualitative assessment, when appropriate,

and a quantitative assessment using the market approach and its market capitalization when determining the fair value of the reporting

Amounts recorded in other comprehensive income are reclassified into earnings upon sale of the AFS debt instrument using the specific identification method.

The Company accounts for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed in Accounting Standards Codification (“ASC”) Topic 321, Investments – Equity Securities (“ASC 321”), to the extent such investments are not subject to consolidation or the equity method.

Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the investee.

Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment.

Investments in debt instruments are accounted for at fair value, with changes in fair value reported in other income/(expenses).

Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date.

The Company tests goodwill for impairment at least annually and at the time of a triggering event requiring re-evaluation, if one were to occur.

Goodwill is considered impaired when the estimated fair value of the reporting unit that was allocated the goodwill is less than its carrying value.

If the estimated fair value of such reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of goodwill.

A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business for which discrete financial information is available and management regularly reviews the operating results of that component.

The Company tests goodwill for impairment at the reporting unit level and has determined that it has a single reporting unit, consistent with its single operating segment.

Goodwill is assessed for impairment annually on November 30 th .

When performing its goodwill impairment test, the Company considers a qualitative assessment, when appropriate, and a quantitative assessment using the market approach and its market capitalization when determining the fair value of the reporting unit.

Intangible Assets

Indefinite-lived intangible assets are tested

for impairment at least annually and are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying

amount of an asset may not be recoverable.

Indefinite-lived intangible assets are impaired if their estimated fair values are less than

their carrying values.

Finite-lived intangible assets, if any, are

amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly

to the future cash flows of the Company.

These intangible assets are tested for impairment at the time of a triggering event, if one were

Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are

less than their carrying amounts.

The Company may rely on a qualitative assessment

when performing its intangible asset impairment test.

Otherwise, the impairment evaluation is performed at the lowest level of reasonably

identifiable cash flows independent of other assets.

The annual impairment testing date for all of the Company’s intangible assets

is November 30 th .

Indefinite-lived intangible assets are tested for impairment at least annually and are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Indefinite-lived intangible assets are impaired if their estimated fair values are less than their carrying values.

Finite-lived intangible assets, if any, are amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the Company.

These intangible assets are tested for impairment at the time of a triggering event, if one were to occur.

Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are less than their carrying amounts.

The Company may rely on a qualitative assessment when performing its intangible asset impairment test.

Otherwise, the impairment evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets.

The annual impairment testing date for all of the Company’s intangible assets is November 30 th .

Software Development Costs

Software development costs incurred after the

preliminary project stage is complete are capitalized if it is probable that the project will be completed and the software will be used

Capitalized costs consist of employee compensation costs and fees paid to third parties who are directly involved in the

application development efforts and are included in intangible assets, net in the Consolidated Balance Sheets.

Such costs are amortized

over the estimated useful life of the software on a straight-line basis and are included in depreciation and amortization in the Consolidated

Statements of Operations.

Software development costs incurred after the preliminary project stage is complete are capitalized if it is probable that the project will be completed and the software will be used as intended.

Capitalized costs consist of employee compensation costs and fees paid to third parties who are directly involved in the application development efforts and are included in intangible assets, net in the Consolidated Balance Sheets.

Such costs are amortized over the estimated useful life of the software on a straight-line basis and are included in depreciation and amortization in the Consolidated Statements of Operations.

Once the application development stage is complete, additional costs are expensed as incurred.

The Company accounts for its lease obligations

in accordance with ASC Topic 842, Leases (“ASC 842”), which requires the recognition of both (i) a lease liability

equal to the present value of the remaining lease payments and (ii) an offsetting right-of-use asset.

The remaining lease payments are

discounted using the rate implicit in the lease, if known, or otherwise the Company’s incremental borrowing rate.

After lease commencement,

right-of-use assets are assessed for impairment and otherwise are amortized over the remaining lease term on a straight-line basis.

recognition requirements are not applied to short-term leases which are those with a lease term of 12 months or less.

Instead, lease payments

associated with short-term leases are recognized as an expense on a straight-line basis over the lease term.

ASC 842 also provides a practical expedient

which allows for consideration in a contract to be accounted for as a single lease component rather than allocated between lease and non-lease

The Company accounts for its lease obligations in accordance with ASC Topic 842, Leases (“ASC 842”), which requires the recognition of both (i) a lease liability equal to the present value of the remaining lease payments and (ii) an offsetting right-of-use asset.

The remaining lease payments are discounted using the rate implicit in the lease, if known, or otherwise the Company’s incremental borrowing rate.

After lease commencement, right-of-use assets are assessed for impairment and otherwise are amortized over the remaining lease term on a straight-line basis.

These recognition requirements are not applied to short-term leases which are those with a lease term of 12 months or less.

Instead, lease payments associated with short-term leases are recognized as an expense on a straight-line basis over the lease term.

ASC 842 also provides a practical expedient which allows for consideration in a contract to be accounted for as a single lease component rather than allocated between lease and non-lease components.

The Company has elected to apply this practical expedient to all lease contracts, where applicable.

Deferred Consideration—Gold Payments

Deferred consideration—gold payments represented

the present value of an obligation to pay gold to a third party into perpetuity and was measured using forward-looking gold prices observed

on the CMX exchange, a selected discount rate and perpetual growth rate (Note 9).

Changes in the fair value and settlement of this obligation

were reported as gain on revaluation/termination of deferred consideration—gold payments in the Consolidated Statements of Operations.

Deferred consideration—gold payments represented the present value of an obligation to pay gold to a third party into perpetuity and was measured using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate (Note 9 ).

Changes in the fair value and settlement of this obligation were reported as gain on revaluation/termination of deferred consideration—gold payments in the Consolidated Statements of Operations.

Convertible Notes

Convertible notes are carried at amortized cost,

net of issuance costs.

The Company accounts for convertible instruments as a single liability (applicable to the convertible notes) or

equity with no separate accounting for embedded conversion features unless the conversion feature meets the criteria for accounting under

the substantial premium model or does not qualify for a derivative scope exception.

Interest expense is recognized using the effective

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

Convertible notes are carried at amortized cost, net of issuance costs.

The Company accounts for convertible instruments as a single liability (applicable to the convertible notes) or equity with no separate accounting for embedded conversion features unless the conversion feature meets the criteria for accounting under the substantial premium model or does not qualify for a derivative scope exception.

Interest expense is recognized using the effective interest method and includes amortization of issuance costs over the life of the debt.

Acquisition-related Costs

The Company accounts for business combinations in accordance with ASC Topic 805, Business Combinations (“ASC 805”), with acquisitions recorded using the acquisition method.

Transaction costs associated with acquisitions are expensed as incurred.

Contingencies

The Company may be subject to reviews, inspections

and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business.

The Company evaluates

the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which it is a party and accrues a loss contingency

when the loss is probable and reasonably estimable.

The Company may be subject to reviews, inspections and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business.

The Company evaluates the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which it is a party and accrues a loss contingency when the loss is probable and reasonably estimable.

Contingent Payments

The Company recognizes a gain on contingent

payments when the contingency is resolved and the gain is realized.

The Company recognizes a gain on contingent payments when the contingency is resolved and the gain is realized.

Earnings per Share

Basic earnings per share (“EPS”)

is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the

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

securities, as well as the loss related to the repurchase of the Series A non-voting convertible preferred stock and excise tax on stock

The Series A non-voting convertible preferred stock and Series C non-voting convertible preferred stock (Notes 9 and 11)

and unvested share-based payment awards that contained non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid)

were participating securities while they were outstanding and were included in the computation of EPS pursuant to the two-class method.

Share-based payment awards that do not contain such rights are not deemed participating securities and are included in diluted shares

outstanding (if dilutive).

Diluted EPS is calculated under the treasury

stock method and the two-class method.

The calculation that results in the lowest diluted EPS amount for the common stock is reported

in the Company’s consolidated financial statements.

The treasury stock method includes the dilutive effect of potential common shares

including unvested stock-based awards, the Series A non-voting convertible preferred stock, the Series C non-voting convertible preferred

stock and the convertible notes, if any.

Potential common shares associated with the Series A non-voting convertible preferred stock,

the Series C non-voting convertible preferred stock and the convertible notes were computed under the if-converted method.

Potential common

shares associated with the conversion option embedded in the convertible notes are dilutive when the Company’s average stock price

exceeds the conversion price.

The Company accounts for income taxes using

the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial

and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not that

some portion or all the deferred tax assets will not be realized.

Tax positions are evaluated utilizing a two-step

The Company first determines whether any of its tax positions are more-likely-than-not to be sustained upon examination, based

solely on the technical merits of the position.

Once it is determined that a position meets this recognition threshold, the position is

measured as the largest amount of benefit that is greater than 50 % likely of being realized upon ultimate settlement.

The Company records

interest expense and penalties related to tax expenses as income tax expense.

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

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

income tax return foreign subsidiary earnings in excess of

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

An accounting policy election is available to either account for

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

upon reversal may be subject to such taxes.

The Company accounts for the tax effects of these provisions in the period that is subject

Non-income based taxes are recorded as part

of other liabilities and other expenses.

Excise taxes on stock repurchases are accounted for as a direct cost of the share repurchase

transaction and reported as a reduction of stockholders’ equity.

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period.

Net income available to common stockholders represents net income of the Company reduced by an allocation of earnings to participating securities, as well as the loss related to the repurchase of the Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”) and excise tax on stock repurchases.

The Series A Preferred Stock and the Series C Non-Voting Convertible Preferred Stock ( the “Series C Preferred Stock”) and unvested share-based payment awards that contained non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) were participating securities while they were outstanding and were included in the computation of EPS pursuant to the two-class method.

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

Diluted EPS is calculated under the treasury stock method and the two-class method.

The calculation that results in the lowest diluted EPS amount for the common stock is reported in the Company’s consolidated financial statements.

The treasury stock method includes the dilutive effect of potential common shares including unvested stock-based awards, the Series A Preferred Stock, the Series C non-voting convertible preferred stock and the convertible notes, if any.

Potential common shares associated with the Series A Preferred Stock, the Series C non-voting convertible preferred stock and the convertible notes were computed under the if-converted method.

Potential common shares associated with the conversion option embedded in the convertible notes are dilutive when the Company’s average stock price exceeds the conversion price.

The Company accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not that some portion or all the deferred tax assets will not be realized.

Tax positions are evaluated utilizing a two-step process.

The Company first determines whether any of its tax positions are more-likely-than-not to be sustained upon examination, based solely on the technical merits of the position.

Once it is determined that a position meets this recognition threshold, the position is measured as the largest amount of benefit that is greater than 50 % likely of being realized upon ultimate settlement.

The Company records interest expense and penalties related to tax expenses as income tax expense.

The Global Intangible Low-Taxed Income (“GILTI”) provisions of the Tax Reform Act requires the Company to include in its U.S.

income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets.

An accounting policy election is available to either account for the tax effects of GILTI in the period that is subject to such taxes or to provide deferred taxes for book and tax basis differences that upon reversal may be subject to such taxes.

The Company accounts for the tax effects of these provisions in the period that is subject to such tax.

Non-income based taxes are recorded as part of other liabilities and other expenses.

Excise taxes on stock repurchases are accounted for as a direct cost of the share repurchase transaction and reported as a reduction of stockholders’ equity.

Recently Issued Accounting Pronouncements

On September 18, 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which clarifies and modernizes the accounting for costs related to internal-use software.

The guidance removes all references to project stages in prior guidance, clarifies the threshold entities apply to begin capitalizing costs and adds more detail to disclosure requirements.

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

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

On November 4, 2024, the FASB issued ASU 2024-03, Reporting Comprehensive Income—Expense Disaggregation Disclosures , which requires additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods.

The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

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

Recently Adopted Accounting Pronouncements

On December 14, 2023, the Financial Accounting

Standards Board (“FASB”) issued ASU 2023-09, Improvements to Income Tax Disclosures , which establishes new

income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

Under the new guidance, entities

must consistently categorize and provide greater disaggregation of information in the rate reconciliation.

They must also further disaggregate

income taxes paid.

The standard is intended to benefit stockholders by providing more detailed income tax disclosures that would be useful

in making capital allocation decisions.

The guidance applies to all entities subject to income taxes and is effective for annual periods

beginning after December 15, 2024.

On December 14, 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements.

Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation.

They must also further disaggregate income taxes paid.

The standard is intended to benefit stockholders by providing more detailed income tax disclosures that would be useful in making capital allocation decisions.

The guidance applies to all entities subject to income taxes and is effective for annual periods beginning after December 15, 2024.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

1 unchanged sentence

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

for additional information.

On January 1, 2024, the Company adopted ASU

2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures , which requires public entities to provide

disclosures of significant segment expenses and other segment items.

The guidance requires public entities to provide in interim periods

all disclosures about a reportable segment’s profit or loss and assets that are currently required annually and also applies to

public entities with a single reportable segment.

Entities are permitted to disclose more than one measure of a segment’s profit

or loss if such measures are used by the CODM to allocate resources and assess performance, as long as at least one of those measures

is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the consolidated

financial statements.

The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable,

and is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024.

26 for additional information.

On January 1, 2024, the Company early adopted

ASU 2023-08, Accounting for and Disclosure of Crypto Assets , which contains final guidance requiring all entities to measure certain

crypto assets at fair value each reporting period and to reflect changes from remeasurement in net income.

Entities are required to present

crypto assets measured at fair value separately from other intangible assets on the balance sheet and present changes from the remeasurement

of crypto assets separately from changes in the carrying amounts of other intangible assets in the income statement.

Entities are required

to provide interim and annual disclosures about the types of crypto assets they hold and any changes in their holdings of crypto assets.

The guidance is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

adoption of this standard did not have a material impact on the Company’s financial statements.

See Note 21 for additional information.

Business Combination

As previously disclosed in Note 1, on October 1, 2025, the Company completed the Ceres Acquisition.

Pursuant to the Ceres Purchase Agreement, the purchase price consisted of (i) $ 275,000 in cash payable at closing, subject to customary post-closing adjustments and (ii) earnout consideration of up to $ 225,000 , payable in 2030, contingent upon Ceres achieving a CAGR in revenue of 12 % to 22 % during the earnout measurement period of January 1, 2025 through December 31, 2029.

Purchase Price Allocation

The Ceres Acquisition is accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, which requires an allocation of the consideration paid by the Company to the identifiable assets and liabilities of Ceres based on the estimated fair values as of the closing date of the acquisition.

An allocation of the consideration transferred is presented below and includes the Company’s valuation of the fair value of tangible and intangible assets acquired and liabilities assumed.

The following table summarizes the allocation of the purchase price as of the acquisition date:

Cash on hand, net of cash acquired $ 270,346

Fair value of contingent consideration (1) 11,134

Total purchase price $ 281,480

Allocation of consideration:

Ceres net liabilities assumed $ ( 3,803 )

Intangible assets (2) 143,500

Fair value of net assets acquired $ 139,697

Goodwill resulting from the Ceres Acquisition (3) $ 141,783

(1) Measured at fair value using a Monte Carlo simulation.

See below for additional information.

(2) Represents purchase price allocated to a customary advisory agreement ($ 135,000 ) and trade name ($ 8,500 ) which were determined to have a finite-life (estimated useful life of 25 years).

The customary advisory agreement was valued using the multi-period excess earnings method.

This method relied upon significant unobservable inputs including a long-term revenue growth rate of approximately ( 0.1 %) and a discount rate of 15.5 %.

The revenue growth rate contemplates that Ceres Farms, the fund from which the Company derives revenues, will cease accepting new capital, with future business expected to be allocated to a new farmland fund to be formed.

The trade name is finite-lived (estimated useful life of 25 years) and was valued using the relief-from-royalty method.

Significant unobservable inputs include a long-term revenue growth rate of approximately 3.0 %, a royalty rate of 2.0 % and a discount rate of 15.5 %.

(3) Goodwill arising from the Ceres Acquisition represents expected synergies from the integration of Ceres and the Company, including capital raising activities for a new farmland fund to be formed.

Goodwill is not amortized for financial reporting purposes, and both goodwill and intangible assets are expected to be fully deductible for tax purposes.

Cash, Cash Equivalents and Restricted Cash

Of the total cash, cash equivalents and restricted

cash of $ 181,191 and $ 129,305 at December 31, 2024 and 2023, respectively, $ 155,871 and $ 116,895 were held at three financial institutions.

Of the total cash, cash equivalents and restricted cash of $ 311,732 and $ 181,191 at December 31, 2025 and 2024, respectively, $ 294,158 and $ 155,871 were held at three financial institutions.

At December 31, 2025 and 2024, cash equivalents were approximately $ 161,063 and $ 48,336 , respectively.

Certain of the Company’s subsidiaries

are required to maintain a minimum level of regulatory capital, generally satisfied by cash on hand, which was $ 39,423 and $ 29,156 at

December 31, 2024 and 2023, respectively.

Of these amounts, $ 13,403 and $ 2,130 , at December 31, 2024 and 2023, respectively, was restricted

cash, which is required to be maintained in a separate account with withdrawal and usage restrictions in compliance with regulatory obligations.

Certain of the Company’s subsidiaries are required to maintain a minimum level of regulatory capital, generally satisfied by cash on hand, which was $ 38,861 and $ 39,423 at December 31, 2025 and 2024, respectively.

Of these amounts, $ 11,700 and $ 13,403 , at December 31, 2025 and 2024, respectively, was restricted cash, which is required to be maintained in a separate account with withdrawal and usage restrictions in compliance with regulatory obligations.

Fair Value Measurements

The fair value of financial instruments is defined

as the price that would be received to sell an asset or paid to transfer a liability (i.e., “the exit price”) in an orderly

transaction between market participants at the measurement date.

ASC 820, Fair Value Measurement , establishes a hierarchy for inputs

used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that

the most observable inputs be used when available.

Observable inputs are inputs that market participants would use in pricing the asset

or liability developed based on market data obtained from independent sources.

Unobservable inputs reflect assumptions that market participants

would use in pricing the asset or liability developed based on the best information available in the circumstances.

The hierarchy

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

Level 1 – Quoted prices for identical

instruments in active markets.

Level 2 – Quoted prices for similar

instruments in active markets;

The fair value of financial instruments is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., “the exit price”) in an orderly transaction between market participants at the measurement date.

ASC 820, Fair Value Measurement , establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.

Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources.

Unobservable inputs reflect assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The hierarchy is broken down into three levels based on the transparency of inputs as follows:

Level 1 – Quoted prices for identical instruments in active markets.

Level 2 – Quoted prices for similar instruments in active markets;

quoted prices for identical or similar instruments in markets that are not active;

and model-derived valuations

whose inputs are observable or whose significant value drivers are observable.

Level 3 – Instruments whose significant

drivers are unobservable.

The availability of observable inputs can vary

from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product

is new and not yet established in the marketplace, and other characteristics particular to the transaction.

To the extent that valuation

is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Instruments whose significant drivers are unobservable.

The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, and other characteristics particular to the transaction.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

In such cases,

for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined

based on the lowest level input that is significant to the fair value measurement in its entirety.

The tables below summarize the categorization

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

During the years ended December 31, 2023 and 2022, there were no

transfers between Levels 2 and 3.

In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The tables below summarize the categorization of the Company’s assets and liabilities measured at fair value.

During the years ended December 31, 2025 and 2024, there were no transfers between Levels 2 and 3.

December 31, 2025

Total Level 1 Level 2 Level 3

Recurring fair value measurements:

1 unchanged sentence

Financial instruments owned, at fair value:

ETFs 81,737 81,737 —

Pass-through GSEs 6,053 —

Other assets—seed capital (WisdomTree Digital Funds):

Other investments

treasuries 5,402 —

Equities 11,824 11,824 —

Fixed income 2,101 1,138 963 —

Total $ 268,180 $ 255,762 $ 12,418 $ —

Non-recurring fair value measurements:

Fnality International Limited—Series B-1 Preference Shares (1) $ 8,035 $ —

Recurring fair value measurements:

Contingent consideration $ 11,844 $ —

_____________________________

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

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

pound to U.S.

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

Not included in the table above are prospective changes in value due to fluctuations in the British pound to U.S.

dollar exchange rate.

December 31, 2024

Total Level 1 Level 2 Level 3

Recurring fair value measurements:

1 unchanged sentence

Financial instruments owned, at fair value:

ETFs 62,907 62,907 —

Pass-through GSEs 6,898 —

Other assets—seed capital (WisdomTree Digital Funds):

treasuries 5,251 —

Equities 8,478 8,478 —

Fixed income 1,905 1,019 886 —

Other investments 687 —

Total $ 134,462 $ 120,740 $ 13,035 $ 687

Non-recurring fair value measurements:

Fnality International Limited—Series B-1 Preference Shares (1) $ 8,288 $ —

Other investments (2)

_____________________________

Fair value determined on October 31, 2023

Fair value determined on September 30, 2023

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

Not included above are prospective changes in value due to fluctuations in the British pound to U.S.

dollar exchange rate.

Recurring Fair Value Measurements - Methodology

Cash Equivalents (Note 3) – These

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

These investments

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

Financial instruments owned (Note 5) –

Financial instruments owned are investments in ETFs, pass-through GSEs, U.S.

treasuries, equities and fixed income.

ETFs and equities

are generally traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the fair value hierarchy.

Pricing of U.S.

treasuries, pass-through GSEs and fixed income includes consideration given to date of issuance, collateral characteristics

and market assumptions related to yields, credit risk and timing of prepayments and may be classified as either Level 1 or Level 2.

Fair Value Measurements classified as Level

3 – The following table presents a reconciliation of beginning and ending balances of recurring fair value measurements classified

Cash equivalents (Note 4) – These financial assets represent cash invested in highly liquid investments with original maturities of less than 90 days, as well as institutional money market funds that invest in short-term, high-quality U.S.

Treasury and government agency securities and aim to maintain a stable $ 1.00 net asset value per share.

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

Financial instruments owned (Note 6) – Financial instruments owned are investments in ETFs, pass-through GSEs, equities and fixed income.

ETFs and equities are generally traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the fair value hierarchy.

Pricing of pass-through GSEs and fixed income includes consideration given to date of issuance, collateral characteristics and market assumptions related to yields, credit risk and timing of prepayments and may be classified as either Level 1 or Level 2.

Contingent consideration (Note 9) – This liability represents contingent consideration arising from the Ceres Acquisition which is measured at fair value on a recurring basis and classified within Level 3 of the fair value hierarchy as the valuation incorporates significant unobservable inputs.

Fair value is estimated using a Monte Carlo simulation model, which incorporates a range of potential revenue outcomes over the earnout measurement period and estimates the probability-weighted present value of expected future payments.

Significant assumptions used in the valuation include revenue volatility, revenue discount rate and payment discount rate.

Fair Value Measurements classified as Level 3 – The following table presents a reconciliation of beginning and ending balances of recurring fair value measurements classified as Level 3:

These instruments consist of the following:

2 unchanged sentences

Net unrealized gains (1) 284 13

Ending balance

Investments in Convertible Notes:

Beginning balance

Conversions (2)

Net realized gains (3)

Conversion ( 971 ) 674

Ending balance $ —

Deferred Consideration (Note 9):

Contingent Consideration:

Beginning balance $ —

Net realized losses (4)

Net unrealized gains (5)

Additions 11,134 —

Remeasurement (2) 710 —

Ending balance $ 11,844 —

1 unchanged sentence

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

(2) The Fnality convertible notes converted into Series B-1 Preference Shares on October 31, 2023 (Note 7).

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

(4) Recorded as contractual gold payments expense in the Consolidated Statements of Operations.

(5) Recorded as gain on revaluation/termination of deferred consideration — gold payments in the Consolidated Statements of Operations.

(2) Recorded in remeasurement of contingent consideration in the Consolidated Statements of Operations.

Financial instruments owned

These instruments consist of the following:

2025 December 31,

Financial instruments owned:

1 unchanged sentence

Other assets—seed capital (WisdomTree Digital Funds) 19,327 15,634

The Company recognized net trading gains/(losses)

on financial instruments owned that were still held at the reporting dates of $ 1,773 and ($ 536 ) during the years ended December 31, 2024

and 2023, respectively, which were recorded in other gains/(losses), net, in the Consolidated Statements of Operations.

Securities Held-to-Maturity

The following table is a summary of the Company’s

securities held-to-maturity:

Debt instruments:

Pass-through GSEs (amortized cost)

During the years ended December 31, 2024 and

2023, the Company received proceeds of $ 24 and $ 29 , respectively, from held-to-maturity securities maturing or being called prior to maturity.

The following table summarizes unrealized losses and fair

value (classified as Level 2 within the fair value hierarchy) of securities held-to-maturity:

Cost/amortized cost

Gross unrealized losses

An allowance for credit losses was not provided

on the Company’s held-to-maturity securities as all securities are investments in pass-through GSEs which are determined to have

an estimated loss rate of zero due to an implicit U.S.

government guarantee.

The following table sets forth the maturity

profile of the securities held-to-maturity;

however, these securities may be called prior to maturity date:

Due within one year

Due one year through five years

Due five years through ten years

Due over ten years

The following table sets forth the Company’s

December 31, 2024

December 31, 2023

Total $ 107,117 $ 85,439

The Company recognized net trading gains on financial instruments owned that were still held at the reporting dates of $ 1,273 and $ 1,773 during the years ended December 31, 2025 and 2024, respectively, which were recorded in other gains/(losses), net, in the Consolidated Statements of Operations.

The following table sets forth the Company’s investments:

December 31, 2025 December 31, 2024

Cost Carrying

Fnality International Limited—Series B-1 Preference Shares $ 8,116 $ 8,091 $ 8,235 $ 8,091

Fnality International Limited—Series C-1 Preference Shares 14,459 14,227 —

Quorus Inc.—Series Seed-1 Preferred Stock 4,000 4,000 —

Other investments 2,500 2,500 687 674

Total $ 29,075 $ 28,818 $ 8,922 $ 8,765

Fnality International Limited

The Company owns approximately 5.4 % (or 4.7 %

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

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

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

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

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

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

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

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

This investment is accounted for under the measurement

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

of accounting.

The Company owns approximately 7.3 % (or 6.2 % on a fully-diluted basis) of capital stock of Fnality International Limited (“Fnality”), a company incorporated in England and Wales and focused on creating a peer-to-peer digital wholesale settlement ecosystem comprised of a consortium of financial institutions, offering real time cross-border payments from a single pool of liquidity.

The Company’s ownership interest is represented by 2,340,378 Series B-1 Preference Shares (“Fnality B-1 Shares”) and 3,029,294 Series C-1 Preference Shares (“Fnality C-1 Shares”).

The Fnality B-1 Shares resulted from the conversion of the Company’s investment of £ 6,000 ($ 8,091 ) in convertible notes upon Fnality’s qualified equity financing which occurred in October 2023.

The Fnality C-1 Shares resulted from (i) a new investment made by the Company in the amount of £ 10,000 ($ 13,553 ) as part of a qualified equity financing that occurred in September 2025, and (ii) the conversion of a previously outstanding convertible note issued by Fnality with a cost of $ 674 (previously listed as “other investments” in the 2024 table above).

The Fnality B-1 Shares and the Fnality C-1 Shares are convertible into ordinary shares at the option of the Company and contain various rights and protections.

The Fnality B-1 Shares carry a 1.0 x liquidation preference, while the Fnality C-1 Shares carry a 1.5 x liquidation preference, which may be reduced to 1.0 x upon the occurrence of certain conditions, such as receipt of specified regulatory approvals or a subsequent qualified equity financing.

This investment is accounted for under the measurement alternative prescribed in ASC 321, as it does not have a readily determinable fair value and is otherwise not subject to the equity method of accounting.

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

This investment was

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

Preference Shares, which occurred in June 2024.

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

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

Fair value was

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

The table below presents the inputs used in the backsolve

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

Net unrealized gains/(losses) recognized on this investment were $ 50 and ($ 1,449 ) during the years ended December 31, 2025 and 2024, respectively, due to changes in the British pound to U.S.

dollar exchange rate.

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

The Company’s investment in Fnality Series B-1 Shares was re-measured to fair value upon the occurrence of the Fnality C-1 Shares qualified equity financing in September 2025.

Fair value was determined using the backsolve method, a valuation approach that determines the value of shares for companies with complex capital structures based upon the price paid for shares recently issued.

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

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

September 10,

Expected volatility 55 %

Time to exit (in years) 5.00

Probability that Series B-2 Preference Shares convert into Series B-1 Preference Shares N/A

Net unrealized (losses)/gains recognized on

this investment were ($ 1,449 ) and $ 1,534 during the years ended December 31, 2024 and 2023, respectively, inclusive of changes in the

British pound to U.S.

dollar exchange rate.

These results are recorded in other gains/(losses), net on the Consolidated Statements of

There was no impairment recognized on this investment

during the year ended December 31, 2024 based upon a qualitative assessment.

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

There was no impairment recognized on this investment during the years ended December 31, 2025 and 2024 based upon a qualitative assessment.

In June 2025, the Company made a $ 4,000 strategic minority investment in Quorus Inc.

(“Quorus”), a technology-driven asset manager and registered investment adviser with platform capabilities for delivering customizable tax-efficient portfolio solutions.

In consideration of its investment, the Company received 3,798,562 shares of Series Seed-1 Preferred Stock representing approximately 23.8 % ownership of Quorus (or 20.4 % on a fully diluted basis).

The shares of Series Seed-1 Preferred Stock are convertible into common stock at the option of the Company and contain various rights and protections, including non-cumulative dividend rights that participate on an as-converted, pari passu basis with the common stock, only payable if and when declared by the board of directors of Quorus, and a 1.0 x non-participating liquidation preference that is senior to all other holders of capital stock of Quorus.

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

There was no impairment recognized on this investment during the year ended December 31, 2025 based upon a qualitative assessment.

Other Investments

On October 30, 2025, the Company made a $ 2,500 preferred stock investment in a fintech company specializing in quantitative and AI-first investment strategies.

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

During the year ended December 31, 2024, the Company received proceeds of $ 100 from its former investment in AdvisorEngine Inc.

Additionally, during the year ended December 31, 2023, the Company recognized an impairment of $ 312 on its other investments.

Securrency, Inc.

Exit from Investment

On December 7, 2023, the Company received proceeds of $ 28,818

relating to the exit from its investment in Securrency, Inc.

(“Securrency”), a developer of institutional-grade blockchain-based

financial and regulatory technology, in connection with the sale of Securrency to an unaffiliated third party.

This resulted in a net

impairment charge of $ 7,630 and additional losses of $ 1,777 , recorded in other gains/(losses), net, recognized during the year ended December

On December 7, 2023, the Company received proceeds of $ 28,818 relating to the exit from its investment in Securrency, Inc.

(“Securrency”), a developer of institutional-grade blockchain-based financial and regulatory technology, in connection with the sale of Securrency to an unaffiliated third party.

This resulted in a net impairment charge of $ 7,630 and additional losses of $ 1,777 , recorded in other gains/(losses), net, recognized during the year ended December 31, 2023.

During the year ended December 31, 2024, the Company received additional proceeds of $ 465 .

Other Investments

On October 2, 2024, the Company purchased an

investment of $ 674 .

During the year ended December 31, 2024, the Company recognized a gain of $ 13 , recorded in other gains/(losses), net

on the Consolidated Statements of Operations.

During the year ended December 31, 2023, the Company recognized an impairment of $ 312 on

its other investments.

Additionally, during the year ended December 31, 2024, the Company received proceeds

of $ 100 from its former investment in AdvisorEngine Inc.

Fixed Assets, net

The following table summarizes fixed assets:

Equipment $ 1,714 $ 1,069

accumulated depreciation ( 1,283 ) ( 733 )

Total $ 431 $ 336

Deferred Consideration—gold payments

Deferred consideration—gold payments represented

an obligation the Company assumed in connection with its acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse

business of ETFS Capital Limited (“ETFS Capital”) which occurred on April 11, 2018 (“ETFS Acquisition”).

The obligation

was for fixed payments to ETFS Capital of physical gold bullion equating to 9,500 ounces of gold per year through March 31, 2058 and then

subsequently reduced to 6,333 ounces of gold per year continuing into perpetuity (“contractual gold payments”).

continued to pass through the payments to other parties to meet its payment obligations under prior royalty agreements, including to Gold

Bullion Holdings (Jersey) Limited (“GBH”), a subsidiary of the World Gold Council (“WGC”), Graham Tuckwell (“GT”),

and Rodber Investments Limited (“RIL”), an entity controlled by GT, who is also the Chairman of ETFS Capital.

On May 10, 2023, the Company terminated its

contractual gold payments obligation for aggregate consideration totaling $ 136,903 pursuant to a Sale, Purchase and Assignment Deed (the

“SPA Agreement”) with WisdomTree International Holdings Ltd, Electra Target HoldCo Limited, ETFS Capital, WGC, GBH, GT and

Under the terms of the transaction, GBH received approximately $ 4,371 in cash and 13,087 shares of Series C Non-Voting Convertible

Preferred Stock of the Company, $ 0.01 par value per share (the “Series C Preferred Stock”), convertible into 13,087,000 shares

of the Company’s common stock (see Note 12 for additional information), and RIL received approximately $ 45,634 in cash.

On November 20, 2023, the Company repurchased

the 13,087 shares of Series C Preferred Stock issued to GBH for aggregate consideration of $ 84,411 , $ 40,000 of which was paid on the closing

date, with the remaining $ 44,411 payable in equal, interest-free installments on the first, second and third anniversaries of the closing

Deferred consideration—gold payments represented an obligation the Company assumed in connection with its acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital Limited (“ETFS Capital”) which occurred on April 11, 2018 (“ETFS Acquisition”).

The obligation was for fixed payments to ETFS Capital of physical gold bullion equating to 9,500 ounces of gold per year through March 31, 2058 and then subsequently reduced to 6,333 ounces of gold per year continuing into perpetuity (“contractual gold payments”).

ETFS Capital continued to pass through the payments to other parties to meet its payment obligations under prior royalty agreements, including to Gold Bullion Holdings (Jersey) Limited (“GBH”), a subsidiary of the World Gold Council (“WGC”), Graham Tuckwell (“GT”), and Rodber Investments Limited (“RIL”), an entity controlled by GT, who is also the Chairman of ETFS Capital.

On May 10, 2023, the Company terminated its contractual gold payments obligation for aggregate consideration totaling $ 136,903 pursuant to a Sale, Purchase and Assignment Deed (the “SPA Agreement”) with WisdomTree International Holdings Ltd, Electra Target HoldCo Limited, ETFS Capital, WGC, GBH, GT and RIL.

Under the terms of the transaction, GBH received approximately $ 4,371 in cash and 13,087 shares of the Series C Preferred Stock, convertible into 13,087,000 shares of the Company’s common stock (see Note 12 for additional information), and RIL received approximately $ 45,634 in cash.

On November 20, 2023, the Company repurchased the 13,087 shares of Series C Preferred Stock issued to GBH for aggregate consideration of $ 84,411 , $ 40,000 of which was paid on the closing date, with the remaining $ 44,411 payable in equal, interest-free installments on the first, second and third anniversaries of the closing date.

See Note 22 for additional information.

During the years ended December 31, 2024, 2023

and 2022, the Company recognized the following in respect of deferred consideration:

During the years ended December 31, 2025, 2024 and 2023, the Company recognized the following in respect of deferred consideration:

Years Ended December 31,

5 unchanged sentences

Convertible Notes

The Company has the following convertible notes

outstanding as of December 31, 2024:

The Company has the following convertible notes outstanding as of December 31, 2025:

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

1 unchanged sentence

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

Each class of notes were issued pursuant to

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

or as successor to U.S.

Bank National Association, the “Trustee”), in private offerings to qualified institutional buyers

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

In connection with the issuance of the 2029

Notes, the Company repurchased $ 104,155 in aggregate principal amount of the 2028 Notes.

As a result of this repurchase, the Company recognized

a loss on extinguishment of $ 30,632 during the year ended December 31, 2024.

As of December 31, 2024, the Company had an

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

Each class of notes was issued pursuant to indentures dated as of the issuance dates between the Company and U.S.

Bank Trust Company, National Association, as trustee (either initially or as successor to U.S.

Bank National Association, the “Trustee”), in private offerings to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

In connection with the issuance of the 2030 Notes, the Company repurchased $ 24,030 in aggregate principal amount of its 5.75 % convertible senior notes due 2028 (the “2028 Notes”).

As a result of this repurchase, the Company recognized a loss on extinguishment of $ 13,011 during the year ended December 31, 2025.

Additionally, on November 25, 2025, the Company redeemed the remaining $ 1,815 in aggregate principal amount of the 2028 Notes, resulting in a loss on extinguishment of $ 833 .

As of December 31, 2025, the Company had an aggregate principal amount of $ 970,000 outstanding of the 2026 Notes, the 2029 Notes and the 2030 Notes (collectively, the “Convertible Notes”).

Key terms of the Convertible Notes are as follows:

1 unchanged sentence

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

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

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

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

4 unchanged sentences

· Interest rate:

Payable semiannually in arrears on February 15 and August 15 of each year for the 2029 Notes and the 2028 Notes

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

Payable semiannually in arrears on February 15 and August 15 of each year for the 2030 Notes and the 2029 Notes and on June 15 and December 15 of each year for the 2026 Notes.

· Conversion price:

Convertible at an initial conversion rate into shares of the Company’s common stock, per $ 1,000 principal

amount of notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment.

Convertible at an initial conversion rate into shares of the Company’s common stock, per $ 1,000 principal amount of notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment.

· Conversion:

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

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

under the following circumstances:

(i) if the last reported sale price of the Company’s common stock for at least 20 trading days

during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater

than or equal to 130 % of the conversion price for the respective Convertible Notes on each applicable trading day;

(ii) during the five

business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per

$ 1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the

last reported sales price of the Company’s common stock and the conversion rate on each such trading day;

(iii) upon a notice of

redemption delivered by the Company in accordance with the terms of the indentures but only with respect to the Convertible Notes called

(or deemed called) for redemption;

Holders may convert at their option at any time prior to the close of business on the business day immediately 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 the Company’s common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price for the respective Convertible Notes on each applicable trading day;

(ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sales price of the Company’s common stock and the conversion rate on each such trading day;

(iii) upon a notice of redemption delivered by the Company in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption;

or (iv) upon the occurrence of specified corporate events.

On or after May 15, 2029 and May 15, 2028

in respect of the 2029 Notes and the 2028 Notes, respectively, and March 15, 2026 in respect of the 2026 Notes, until the close of business

on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time,

regardless of the foregoing circumstances.

On or after May 15, 2030, May 15, 2029 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:

Upon conversion, the Company will pay cash up to the aggregate principal amount of the

Convertible Notes to be converted.

At its election, the Company will also settle the conversion obligation in excess of the aggregate

principal amount of the Convertible Notes being converted in either cash, shares of its common stock or a combination of cash and shares

of its common stock.

Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted.

At its election, the Company will also settle the conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in either cash, shares of its common stock or a combination of cash and shares of its common stock.

· Redemption price:

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

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

and on or prior to the 55 th scheduled trading day immediately preceding the maturity date, if the last reported sale price

of the Company’s common stock has been at least 130 % of the conversion price for the respective Convertible Notes then in effect

for at least 20 trading days, including the trading day immediately preceding the date on which the Company provides notice of redemption,

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

provides notice of redemption, at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and

unpaid interest to, but excluding the redemption date.

The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after August 20, 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 the Company’s common stock has been at least 130 % of the conversion price for the respective Convertible Notes then in effect for at least 20 trading days, including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100 % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date.

No sinking fund is provided for the Convertible Notes.

· Limited investor put rights:

Holders of the Convertible Notes have the right to require the Company to repurchase for cash

all or a portion of their notes at 100 % of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain

change of control transactions or liquidation, dissolution or common stock delisting events.

Holders of the Convertible Notes have the right to require the Company to repurchase for cash all or a portion of their notes at 100 % of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events.

· Conversion rate increase in certain customary circumstances:

In certain circumstances, conversions in connection with a “make-whole

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

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

144.9275 shares of the Company’s common stock per $ 1,000 principal amount of the 2029 Notes, the 2028 Notes and the 2026 Notes,

respectively (the equivalent of 61,826,817 shares of the Company’s common stock based on the aggregate principal amount of Convertible

Notes outstanding), subject to adjustment.

In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 75.7003 shares, 103.6269 shares and 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 the Company’s common stock based on the aggregate principal amount of Convertible Notes outstanding), subject to adjustment.

· Seniority and Security:

The Convertible Notes rank equal in right of payment and are the Company’s senior unsecured obligations.

The indentures contain customary terms and covenants,

including that upon certain events of default occurring and continuing, either the Trustee or the respective holders of not less than

25 % in aggregate principal amount of the respective series of Convertible Notes outstanding may declare the entire principal amount of

all such respective Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.

The following table provides a summary of the

Convertible Notes at December 31, 2024 and December 31, 2023:

December, 2024

December 31, 2023

The indentures contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the respective holders of not less than 25 % in aggregate principal amount of the respective series of Convertible Notes outstanding may declare the entire principal amount of all such respective Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.

The following table provides a summary of the Convertible Notes at December 31, 2025 and December 31, 2024:

December 31, 2025 December 31, 2024

Principal amount $ 150,000 $ 345,000 $ 475,000 $ 970,000 $ 150,000 $ 25,845 $ 345,000 $ 520,845

4 unchanged sentences

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

Interest expense on the Convertible Notes during

the years ended December 31, 2024, 2023, and 2022 was $ 16,275 , $ 14,945 and $ 14,935 respectively.

Interest payable of $ 5,107 and $ 3,041

at December 31, 2024 and 2023, respectively, is included in accounts payable and other liabilities on the Consolidated Balance Sheets.

The fair value of the Convertible Notes (classified

as Level 2 in the fair value hierarchy) was $ 571,031 and $ 281,897 at December 31, 2024 and 2023, respectively.

The if-converted value

of the 2028 Notes was $ 28,446 at December 31, 2024.

The if-converted value of the 2026 Notes and the 2029 Notes did not exceed the principal

amount at December 31, 2024.

The if-converted value of the Convertible Notes did not exceed the principal amount at December 31, 2023.

Series A Preferred Stock

On August 13, 2024, the Company repurchased

all of its then-outstanding Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”), which was convertible

into 14,750,000 shares of the Company’s common stock from ETFS Capital for aggregate cash consideration of $ 143,812 (or $ 9.75 per

These shares were previously issued in April 2018, in connection with the completion of the ETFS Acquisition and were carried

at $ 132,750 , which was based on the closing price of the Company’s common stock on April 10, 2018 of $ 9.00 per share, the trading

day prior to the closing of the transaction.

GAAP, the premium paid on repurchase

represents a return similar to a dividend to the preferred stockholder and is required to be recorded to retained earnings along with

the related transaction costs.

During the year ended December 31, 2024, the Company recorded a $ 11,375 reduction to retained earnings

in connection with this repurchase.

The following is a summary of the Series A Preferred

Stock balance:

Issuance of Series A Preferred Stock

Issuance costs

Series A Preferred Stock—carrying value

Cash dividends declared per share (quarterly)

The Company previously classified the Series

A Preferred Stock as temporary equity which is required for redeemable instruments for which redemption triggers are outside of the issuer’s

ETFS Capital had the right to redeem all the Series A Preferred Stock specified to be converted during the period of time specified

in the Series A Certificate of Designations in the event that:

(a) the number of shares of the Company’s common stock authorized

by its certificate of incorporation was insufficient to permit the Company to convert all of the Series A Preferred Stock requested by

ETFS Capital to be converted;

or (b) ETFS Capital did not, upon completion of a change of control of the Company, receive the same

amount per share of Series A Preferred Stock as it would have received had each outstanding share of Series A Preferred Stock been converted

into common stock immediately prior to the change of control.

However, the Company would not have been obligated to make any such redemption

payments to the extent such payments would have been a breach of any covenant or obligation the Company owed to any of its secured creditors

or is otherwise prohibited by applicable law.

Any such redemption would have been at a price

per share of Series A Preferred Stock equal to the dollar volume-weighted average price for a share of common stock for the 30-trading

day period ending on the date of such attempted conversion or change of control, as applicable, multiplied by 1,000.

Such redemption payment

would have been made in one payment no later than 10 business days following the last day of the Company’s first fiscal quarter

that began on a date following the date ETFS Capital exercised such redemption right.

The redemption value of the Series A Preferred Stock

was $ 96,869 at December 31, 2023.

Interest expense on the Convertible Notes during the years ended December 31, 2025, 2024, and 2023 was $ 28,639 , $ 16,275 and $ 14,945 respectively.

Interest payable of $ 12,813 and $ 5,107 at December 31, 2025 and 2024, respectively, is included in accounts payable and other liabilities on the Consolidated Balance Sheets.

The fair value of the Convertible Notes (classified as Level 2 in the fair value hierarchy) at December 31, 2025 and 2024 was $ 1,082,570 and $ 571,031 , respectively.

At December 31, 2025, the if-converted value of the 2026 Notes and the 2029 Notes was $ 165,625 and $ 355,799 , respectively, and the if-converted value of the 2030 Notes did not exceed the principal amount.

At December 31, 2024, the if-converted value of the 2028 Notes was $ 28,446 , and the if-converted value of the 2026 and 2029 Notes did not exceed the principal amount.

Contingent Consideration

Pursuant to the Ceres Purchase Agreement, up to $ 225,000 of additional consideration is payable in 2030, contingent upon Ceres achieving a CAGR in revenue of 12 % to 22 % during the earnout measurement period of January 1, 2025 through December 31, 2029, as follows:

· If the revenue CAGR for the earnout period is equal to or less than 12%, then the aggregate amount of the earnout consideration will be $0;

· 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 $225,000;

· 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 $225,000.

The Company has 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.

The fair value of the contingent consideration at the date of the Ceres Acquisition was $ 11,134 , derived from a Monte Carlo simulation.

As of December 31, 2025, the contingent consideration was remeasured at fair value totaling $ 11,844 , resulting in a $ 710 loss on remeasurement which was recognized in the Consolidated Statements of Operations.

The fair value measurement of the contingent consideration is classified within Level 3 of the fair value hierarchy due to the valuation incorporating significant unobservable inputs.

The actual amount payable may differ from the assumptions used to estimate fair value, which could result in material changes to the amount ultimately paid.

The table below presents the inputs used in the remeasurement of contingent consideration:

2025 October 1,

Revenue volatility 30 % 30 %

Revenue discount rate 11.9 % 11.7 %

In connection with the acquisition, the sellers established a retention bonus plan for certain Ceres employees pursuant to which the greater of $ 3,050 or 10 % of any earnout consideration in excess of $ 50,000 will be forfeited by the sellers and paid to participating employees, contingent upon their 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.

Accrued compensation totaled $ 176 at December 31, 2025.

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

On November 20, 2023, the Company repurchased all of its then-outstanding

Series C Preferred Stock, which was convertible into 13,087,000 shares of the Company’s common stock, from GBH, a subsidiary of

WGC, for aggregate cash consideration of approximately $ 84,411 .

Under the terms of the transaction, the Company paid GBH $ 40,000 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.

On November 20, 2023, the Company repurchased all of its then-outstanding Series C Preferred Stock, which was convertible into 13,087,000 shares of the Company’s common stock, from GBH, a subsidiary of WGC, for aggregate cash consideration of approximately $ 84,411 .

Under the terms of the transaction, the Company paid GBH $ 40,000 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.

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

investor rights agreement that the Company and GBH entered into in May 2023 in connection with the issuance of the Series C Preferred

Stock, which provided GBH with certain rights and obligations with respect to the shares, including registration rights, was terminated

in this transaction.

GAAP, the obligation was recorded

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

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

The aggregate consideration

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

Interest expense recognized during the years

ended December 31, 2024 and 2023 was $ 2,636 and $ 297 , respectively, and is included as a component of total interest expense recognized

on the Statements of Operations.

The Company has entered into operating leases

for its office facilities (including its corporate headquarters) and equipment.

The investor rights agreement that the Company and GBH entered into in May 2023 in connection with the issuance of the Series C Preferred Stock, which provided GBH with certain rights and obligations with respect to the shares, including registration rights, was terminated in this transaction.

GAAP, the obligation was recorded at its present value of $ 38,835 utilizing a market rate of interest on the closing date of 7.0 % and the corresponding discount is being amortized as interest expense pursuant to the effective interest method of accounting over the life of the obligation.

The carrying value of this obligation was $ 13,940 and $ 26,963 at December 31, 2025 and 2024, respectively.

Interest expense recognized during the years ended December 31, 2025 and 2024 was $ 1,781 and $ 2,635 , respectively, and is included as a component of total interest expense recognized on the Statements of Operations.

The Company has entered into operating leases for its office facilities (including its corporate headquarters) and equipment.

The Company has no finance leases.

The following table

provides additional information regarding the Company’s leases:

The following table provides additional information regarding the Company’s leases:

Years Ended December 31,

4 unchanged sentences

Cash paid for amounts included in the measurement of operating liabilities (operating leases) $ 1,509 $ 1,320

Right-of-use assets obtained in exchange for new operating lease liabilities n/a

Weighted-average remaining lease term (in years)—operating leases 1.7 0.9

Weighted-average discount rate—operating leases 4.0 % 8.5 %

None of the Company’s leases include variable

payments, residual value guarantees or any restrictions or covenants relating to the Company’s ability to pay dividends or incur

additional financing obligations.

The following table discloses future minimum

lease payments at December 31, 2024 with respect to the Company’s operating lease liabilities:

2027 and thereafter

None of the Company’s leases include variable payments, residual value guarantees or any restrictions or covenants relating to the Company’s ability to pay dividends or incur additional financing obligations.

The following table discloses future minimum lease payments at December 31, 2025 with respect to the Company’s operating lease liabilities:

Total future minimum lease payments (undiscounted) $ 3,316

The following table reconciles the future minimum

lease payments (disclosed above) at December 31, 2024 to the operating lease liabilities recognized in the Company’s Consolidated

Balance Sheets:

The following table reconciles the future minimum lease payments (disclosed above) at December 31, 2025 to the operating lease liabilities recognized in the Company’s Consolidated Balance Sheets:

Amounts recognized in the Company’s Consolidated Balance Sheets

1 unchanged sentence

Lease liability — long term 1,166

Subtotal 2,780

Difference between undiscounted and discounted cash flows 536

1 unchanged sentence

Contingencies

The Company may be subject to reviews, inspections

and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business.

SEC ESG Settlement

On August 5, 2024, WTAM received a Wells Notice

from the Staff of the SEC advising WTAM that the Staff had made a preliminary determination to recommend that the SEC file an enforcement

action against WTAM alleging violations of certain provisions of the U.S.

federal securities laws relating to three exchange-traded series

of WisdomTree Trust managed by WTAM that pursued ESG-focused strategies (collectively, the “Funds”).

The Funds, which were

launched in March 2020 and were liquidated in February 2024, collectively had monthly average cumulative assets under management of approximately

$ 119 million throughout their lifetime as ESG-named funds.

In October 2024, without admitting or denying

the SEC’s allegations, WTAM agreed to resolve the matter by consenting to the entry of an order by the SEC, in which WTAM agreed

to cease and desist from committing or causing any violations and any future violations of Sections 206(2) and 206(4) of the Investment

Advisers Act of 1940, as amended, Rules 206(4)-7 and 206(4)-8 thereunder, and Section 34(b) of the Investment Company Act of 1940, as

amended, and to pay a civil money penalty of $ 4,000 (the “SEC ESG Settlement”).

This amount has been reported in other gains/(losses),

net on the Consolidated Statements of Operations during the year ended December 31, 2024.

Excluding the penalty, the Company expects that

all legal and other related expenses incurred by WTAM in connection with the matter will be covered by insurance, less a $ 1,000 deductible.

These expected covered expenses totaled $ 4,306 during the year ended December 31, 2024 and have been reported in other revenue on the

Consolidated Statements of Operations.

Closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged

Between December 2020 and December 2024, WMAI, WTMAML, WTUK

and/or WT Ireland were served with eight separate writs of summons to appear before the Courts of Milan, Udine or Turin, Italy by investors

seeking damages resulting from the closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP (“3OIL”) in March 2020.

The Company may be subject to reviews, inspections and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business.

Closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP

Between December 2020 and December 2024, WMAI, WTMAML, WTUK and/or WT Ireland were served with eight separate writs of summons to appear before the Courts of Milan, Udine or Turin, Italy by investors seeking damages resulting from the closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP (“3OIL”) in March 2020.

The product was dependent on the receipt of payments from a swap provider to satisfy payment obligations to the investors.

Due to an extreme

adverse move in oil futures relative to the oil futures’ closing price, the swap contract underlying 3OIL was terminated by the

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

Since February 2022, six of the eight actions have been resolved

in the Company’s favor, of which three are subject to appeal.

Total damages sought by all investors related to the two remaining

open claims and the three claims subject to appeal were approximately € 19,030 ($ 19,820 ) at December 31, 2024.

This amount includes

two claims resolved in the Company’s favor – one of which has been appealed (total damages of € 7,830 ($ 8,160 )) and the

other remains subject to appeal (total damages of € 8,592 ($ 8,951 )).

Additionally, in July 2023, WT Ireland received

a letter from counsel on behalf of additional investors seeking damages of up to approximately € 8,350 ($ 8,700 ) resulting from the

closure of 3OIL.

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

The Company continues to assess the open and appealed claims with its external counsel.

Due to an extreme adverse move in oil futures relative to the oil futures’ closing price, the swap contract underlying 3OIL was terminated by the swap provider, which resulted in the compulsory redemption of 3OIL, all in accordance with the prospectus.

Since February 2022, all eight actions have been resolved in the Company’s favor, of which two have been appealed.

Total damages sought by investors related to the remaining appealed claims were approximately € 15,240 ($ 17,930 ) at December 31, 2025.

Additionally, in July 2023, WT Ireland received a letter from counsel on behalf of additional investors seeking damages of up to approximately € 8,350 ($ 9,820 ) resulting from the closure of 3OIL.

A writ of summons has not been served.

The Company continues to assess the appealed claims with its external counsel.

The Company expects that losses, if any, arising from these claims will be covered under its insurance policies, less a $ 500 deductible.

1 unchanged sentence

Variable Interest Entities

VIEs are entities with any of the following

characteristics:

VIEs are entities with any of the following characteristics:

(i) the entity does not have enough equity to finance its activities without additional financial support;

(ii) the equity

holders, as a group, lack the characteristics of a controlling financial interest;

or (iii) the entity is structured with non-substantive

voting rights.

Consolidation of a VIE is required for the party

deemed to be the primary beneficiary, if any.

The primary beneficiary is the party who has both (a) the power to direct the activities

of a VIE that most significantly impact the entity’s economic performance and (b) an obligation to absorb losses of the entity or

a right to receive benefits from the entity that could potentially be significant to the entity.

The Company is not the primary beneficiary

of any entities in which it has a variable interest as it does not have the power to direct the activities that most significantly impact

the entities’ economic performance.

Such power is conveyed through the entities’ boards of directors and the Company does

not have control over the boards.

The following table presents information about

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

(ii) the equity holders, as a group, lack the characteristics of a controlling financial interest;

or (iii) the entity is structured with non-substantive voting rights.

Consolidation of a VIE is required for the party deemed to be the primary beneficiary, if any.

The primary beneficiary is the party who has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity.

The Company is not the primary beneficiary of any entities in which it has a variable interest as it does not have the power to direct the activities that most significantly impact the entities’ economic performance.

Such power is conveyed through the entities’ boards of directors and the Company does not have control over the boards.

The following table presents information about the Company’s variable interests in non-consolidated VIEs:

Carrying Amount — Assets:

Fnality International Limited—Series B-1 Preference Shares (Note 7)

Fnality International Limited $ 22,575 $ 8,235

Other investments —

Total $ 22,575 $ 8,922

Maximum exposure to loss $ 22,575 $ 8,922

Revenues from Contracts with Customers

The following table presents the Company’s

total revenues from contracts with customers:

The following table presents the Company’s total revenues from contracts with customers:

Years Ended December 31,

2025 2024 2023

Revenues from contracts with customers:

Advisory fees $ 439,987 $ 395,362 $ 333,227

Management fees 4,908 —

Performance fees 7,105 —

Other 41,753 32,375 15,808

Total operating revenues $ 493,753 $ 427,737 $ 349,035

The Company recognizes revenues from contracts

with customers when the performance obligation is satisfied, which is when the promised services are transferred to the customer.

is considered to be transferred when the customer obtains control, which is represented by the transfer of rights with regard to the service.

The Company recognizes revenues from contracts with customers when the performance obligation is satisfied, which is when the promised services are transferred to the customer.

A service is considered to be transferred when the customer obtains control, which is represented by the transfer of rights with regard to the service.

Transfer of control happens either over time or at a point in time.

When a performance obligation is satisfied over time, an entity is

required to select a single method of measuring progress for each performance obligation that depicts the entity’s performance in

transferring control of services to the customer.

A significant portion of the Company’s revenues from

contracts with customers is derived primarily from investment advisory agreements with related parties (Note 17).

These advisory fees

are recognized over time, are earned from the Company’s ETPs and are calculated based on a percentage of the ETPs’ average

daily net assets.

There is no significant judgment in calculating amounts due which are invoiced monthly in arrears and are not subject

to any potential reversal.

Progress is measured using the practical expedient under the output method resulting in the recognition of

revenue in the amount for which the Company has a right to invoice.

There are no contract assets or liabilities

that arise in connection with the recognition of advisory fee revenue.

In addition, there are no costs incurred to obtain or fulfill the

contracts with customers, all of which are investment advisory agreements with related parties.

Other revenues include revenues the Company

earns from swap providers associated with certain of the Company’s European listed ETPs, the nature of which are based on a percentage

of the ETPs’ average daily net assets.

The Company also earns transaction-based income on flows associated with certain European

There is no significant judgment in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not

subject to any potential reversal.

Progress is measured using the practical expedient under the output method resulting in the recognition

of revenue in the amount for which the Company has a right to invoice.

When a performance obligation is satisfied over time, an entity is required to select a single method of measuring progress for each performance obligation that depicts the entity’s performance in transferring control of services to the customer.

There are no contract assets or liabilities that arise in connection with the recognition of operating revenues.

In addition, there are no costs incurred to obtain or fulfill the contracts with customers.

See Note 17 for additional information regarding related party transactions.

Advisory Fees

A significant portion of the Company’s revenues from contracts with customers is derived primarily from investment advisory agreements with related parties (Note 17 ).

These advisory fees are recognized over time, are earned from the Company’s ETPs and are calculated based on a percentage of the ETPs’ average daily net assets.

There is no significant judgment in calculating amounts due which are invoiced monthly in arrears and are not subject to any potential reversal.

Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

Management Fees

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

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

Performance Fees

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

Other Revenues

Other revenues include revenues the Company earns from swap providers associated with certain of the Company’s European listed ETPs, the nature of which are based on a percentage of the ETPs’ average daily net assets.

The Company also earns transaction-based income on flows associated with certain European listed ETPs.

There is no significant judgment in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal.

Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

Geographic Distribution of Revenues

The following table presents the Company’s

total revenues geographically as determined by where the respective management companies reside:

The following table presents the Company’s total revenues geographically as determined by where the respective management companies reside:

Years Ended December 31,

2025 2024 2023

Revenues from contracts with customers:

United States $ 303,713 $ 284,527 $ 220,117

Jersey 154,489 120,932 113,325

Ireland 35,551 22,278 15,593

Total operating revenues $ 493,753 $ 427,737 $ 349,035

Related Party Transactions

Investment Advisory Agreements

The Company’s revenues are derived primarily

from investment advisory agreements with related parties.

Under these agreements, the Company has licensed to related parties the use

of certain of its own indexes for the U.S.

Advisory Services

The Company’s advisory fee revenues are derived primarily from investment advisory agreements with related parties.

Under these agreements, the Company has licensed to related parties the use of certain of its own indexes for the U.S.

WisdomTree ETFs, WisdomTree Digital Funds and WisdomTree UCITS ETFs.

The relevant boards of

trustees or boards of directors (including certain officers of the Company) of each of the related parties is primarily responsible for

overseeing the management and affairs of the entities for the benefit of their respective stakeholders and have contracted with the Company

to provide for general management and administration services.

The Company is also responsible for certain expenses of the related parties,

including the cost of transfer agency, custody, fund administration and accounting, legal, audit, and other non-distribution services,

excluding extraordinary expenses, taxes and certain other expenses, which are included in fund management and administration in the Consolidated

Statements of Operations.

In exchange, the Company receives fees based on a percentage of the ETPs’ and the Digital Funds’

average daily net assets.

A majority of the independent members of the respective board of trustees or board of directors are required

to initially and annually (after the first two years) approve the advisory agreements of the U.S.

WisdomTree ETFs and the WisdomTree Digital

Funds and these agreements may be terminated by such board of trustees or board of directors upon notice.

The following table summarizes accounts receivable

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

The relevant boards of trustees or boards of directors (including certain officers of the Company) of each of the related parties is primarily responsible for overseeing the management and affairs of the entities for the benefit of their respective stakeholders and have contracted with the Company to provide for general management and administration services.

The Company is also responsible for certain expenses of the related parties, including the cost of transfer agency, custody, fund administration and accounting, legal, audit, and other non-distribution services, excluding extraordinary expenses, taxes and certain other expenses, which are included in fund management and administration in the Consolidated Statements of Operations.

In exchange, the Company receives fees based on a percentage of the ETPs’ and the Digital Funds’ average daily net assets.

A majority of the independent members of the respective board of trustees or board of directors are required to initially and annually (after the first two years) approve the advisory agreements of the U.S.

WisdomTree ETFs and the WisdomTree Digital Funds and these agreements may be terminated by such board of trustees or board of directors upon notice.

Ceres Services to Ceres Farms

Ceres provides investment advisory and other management services to Ceres Farms.

In exchange for these services the Company earns management fees and performance fees as further disclosed in Note 16.

Accounts Receivable from Related Parties

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

Receivable from WTT $ 26,410 $ 24,672

1 unchanged sentence

Receivable from WMAI and WTICAV 9,104 5,132

The allowance for credit losses on accounts

receivable from related parties is insignificant when applying historical loss rates, adjusted for current conditions and supportable

forecasts, to the amounts outstanding in the table above.

Amounts outstanding are all invoiced in arrears, are less than 30 days aged

and are collected shortly after the applicable reporting period.

The following table summarizes revenues from

advisory services provided to related parties:

Receivable from Ceres Farms 12,013 —

Total $ 55,432 $ 34,959

The allowance for credit losses on accounts receivable from related parties is insignificant when applying historical loss rates, adjusted for current conditions and supportable forecasts, to the amounts outstanding in the table above.

Amounts outstanding are all invoiced in arrears, are less than 30 days aged and are collected shortly after the applicable reporting period.

Revenues Earned from Related Parties

The following table summarizes revenues earned from related parties:

Years Ended December 31,

Advisory services provided to WTT

Advisory services provided to ManJer Issuers

Advisory services provided to WMAI and WTICAV

Pursuant to a license agreement between WisdomTree,

(“WTI”) and WML to provide indices for a number of the sub-funds of WTICAV, WTI earned revenue amounting to € 1,867

($ 2,010 ), € 1,044 ($ 1,128 ) and € 642 ($ 671 ) for the years ended December 31, 2024, 2023 and 2022, respectively, which has been

eliminated in consolidation.

No other revenue was earned by WTI from providing indices for use in the European Union during 2024, 2023

Advisory fees earned from WTT $ 289,230 $ 278,230 $ 218,834

Advisory fees earned from ManJer Issuers 115,206 94,854 98,800

Advisory fees earned from WMAI and WTICAV 35,551 22,278 15,593

Management and performance fees earned from Ceres Farms 12,013 —

Total $ 452,000 $ 395,362 $ 333,227

Revenues Earned from Index Licensing

Pursuant to a license agreement between the Company and WML to provide indices for a number of the sub-funds of WTICAV, the Company earned revenues amounting to € 3,397 ($ 3,837 ), € 1,867 ($ 2,010 ) and € 1,044 ($ 1,128 ) for the years ended December 31, 2025, 2024 and 2023, respectively, which has been eliminated in consolidation.

No other revenues were earned by the Company from providing indices for use in the European Union during 2025, 2024 or 2023.

Investments in WisdomTree Products

The Company also has investments in certain WisdomTree products

of $ 89,822 and $ 52,566 at December 31, 2024 and 2023, respectively.

This includes $ 20,866 and $ 18,308 , respectively, of seed investments

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

capital.” The Company also has invested an additional $ 6,050 in the WisdomTree Government Money Market Digital Fund at December

Net unrealized and realized gains and losses

related to trading WisdomTree products during the years ended December 31, 2024, 2023 and 2022 were $ 1,232 , $ 1,294 and ($ 107 ), respectively,

which are recorded in other gains/(losses), net on the Consolidated Statements of Operations.

The Company has investments in certain WisdomTree products of $ 244,722 and $ 89,822 at December 31, 2025 and 2024, respectively.

This includes $ 19,327 and $ 20,866 , respectively, of seed investments in certain consolidated affiliated Digital Funds advised by WT Digital Management, referred to herein as “other assets–seed capital,” as well as $ 145,242 and $ 6,050 , respectively, in the WisdomTree Treasury Money Market Digital Fund at December 31, 2025 and 2024.

Net unrealized and realized gains and losses related to trading WisdomTree products during the years ended December 31, 2025, 2024 and 2023 were $ 1,790 , $ 1,232 and $ 1,294 , respectively, which are recorded in other gains/(losses), net on the Consolidated Statements of Operations.

Employee Investments in Ceres Farms

Employees of the Company have invested in Ceres Farms, for which management and performance fees are waived.

Such waived fees were immaterial to the Company’s Consolidated Statements of Operations.

Deferred Consideration—Gold Payments – Termination

On May 10, 2023, the Company terminated its

contractual gold payments obligation to ETFS Capital, which included the payment of $ 45,634 to an entity controlled by GT, a stockholder

of the Company.

On May 10, 2023, the Company terminated its contractual gold payments obligation to ETFS Capital, which included the payment of $ 45,634 to an entity controlled by GT, a stockholder of the Company.

See Note 9 for additional information.

Stock-Based Awards

On July 15, 2022, the Company’s stockholders

approved the 2022 Equity Plan under which the Company may issue up to 16,000,000 shares of common stock (less one share for every share

granted under the 2016 Equity Plan since March 31, 2022 and inclusive of shares available under the 2016 Equity Plan as of March 31, 2022)

in the form of stock options and other stock-based awards.

The Company grants equity awards to employees

and directors, which include restricted stock awards (“RSAs”), restricted stock units (“RSUs”), including deferred

RSUs to non-employee directors, performance-based restricted stock units (“PRSUs”) and stock options.

Certain awards described

below are subject to acceleration under certain conditions.

On July 15, 2022, the Company’s stockholders approved the 2022 Equity Plan under which the Company may issue up to 16,000,000 shares of common stock (less one share for every share granted under the 2016 Equity Plan since March 31, 2022 and inclusive of shares available under the 2016 Equity Plan as of March 31, 2022) in the form of stock options and other stock-based awards.

The Company grants equity awards to employees and directors, which include restricted stock awards (“RSAs”), restricted stock units (“RSUs”), including deferred RSUs to non-employee directors, performance-based restricted stock units (“PRSUs”) and stock options.

Certain awards described below are subject to acceleration under certain conditions.

Stock options:

Generally issued

for terms of ten years and may vest after at least one year of service and have an exercise price equal to the Company’s stock price

on the grant date.

Generally issued for terms of ten years and may vest after at least one year of service and have an exercise price equal to the Company’s stock price on the grant date.

The Company estimates the fair value of stock options (when granted) using the Black-Scholes option pricing model.

Awards are valued based on the Company’s stock price on grant date and generally vest ratably, on an annual basis, over three

Awards are valued based on the Company’s stock price on grant date and generally vest ratably, on an annual basis, over three years.

For non-employee directors, such awards generally vest on the one-year anniversary of the grant date.

Deferred RSUs:

Awards are valued based

on the Company’s stock price on grant date and generally vest on the one-year anniversary of the grant date.

The awards are issued

pursuant to the Company’s Non-Employee Director Deferred Compensation Program and are settled based on timing elected by the recipient

These awards cliff vest three years from the grant date and contain a market condition whereby the number of PRSUs ultimately vesting

is tied to how the Company’s total shareholder return (“TSR”) compares to a peer group of other publicly traded asset

managers over the three-year period.

Awards are valued based on the Company’s stock price on grant date and generally vest on the one -year anniversary of the grant date.

The awards are issued pursuant to the Company’s Non-Employee Director Deferred Compensation Program and are settled based on timing elected by the recipient in advance.

These awards cliff vest three years from the grant date and contain a market condition whereby the number of PRSUs ultimately vesting is tied to how the Company’s total shareholder return (“TSR”) compares to a peer group of other publicly traded asset managers over the three-year period.

A Monte Carlo simulation is used to value these awards.

The number of PRSUs vesting ranges from 0% to 200% of the

target number of PRSUs granted, as follows:

The number of PRSUs vesting ranges from 0% to 200% of the target number of PRSUs granted, as follows:

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

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

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

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

● If the relative TSR is above the 25 th percentile, then linear scaling is applied such that the percent of the target number of PRSUs vesting is 100% at the 50 th percentile and capped at 200% of the target number of PRSUs granted for performance at the 85 th percentile;

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

During the years ended December 31, 2024, 2023

and 2022, total stock-based compensation expense was $ 20,691 , $ 16,190 and $ 10,385 , respectively, and the related tax benefit recognized

on the Consolidated Statements of Operations was $ 5,032 , $ 3,919 and $ 2,371 , respectively.

The actual tax benefit realized for the tax

deductions for share-based compensation was $ 2,884 , $ 1,820 and $ 1,548 during the years ended December 31, 2024, 2023 and 2022, respectively.

A summary of unrecognized stock-based compensation

expense and average remaining vesting period is as follows:

During the years ended December 31, 2025, 2024 and 2023, total stock-based compensation expense was $ 21,619 , $ 20,691 and $ 16,190 , respectively, and the related tax benefit recognized on the Consolidated Statements of Operations was $ 5,259 , $ 5,032 and $ 3,919 , respectively.

The actual tax benefit realized for the tax deductions for share-based compensation was $ 4,573 , $ 2,884 and $ 1,820 during the years ended December 31, 2025, 2024 and 2023, respectively.

A summary of unrecognized stock-based compensation expense and average remaining vesting period is as follows:

December 31, 2025

3 unchanged sentences

Employees and directors $ 22,384 1.02

Stock Options

There was no option activity during the years

ended December 31, 2024 and 2023 and there were no options outstanding as of December 31, 2024 and 2023.

RSAs, RSUs and PRSUs

The aggregate fair value of RSAs, RSUs and PRSUs

that vested during the years ended December 31, 2024, 2023 and 2022 was $ 19,891 , $ 10,158 and $ 9,466 , respectively.

A summary of activity

is as follows:

The aggregate fair value of RSAs, RSUs and PRSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $ 31,527 , $ 19,891 and $ 10,158 , respectively.

A summary of activity is as follows:

RSA RSU PRSU (1)

Shares Weighted

Fair Value Shares Weighted

Unvested Balance at January 1, 2023 3,391,082 $ 5.46 141,963 $ 5.09 668,188 $ 6.09

Granted 3,363,501 5.63 152,265 6.24 576,240 (2) 6.49

Vested ( 1,629,925 ) 5.28 ( 72,461 ) 5.66 ( 108,113 ) 3.11

Forfeited ( 114,436 ) 5.55 ( 34,385 ) 5.70 —

Stock dividends accrued —

2,762 6.24 37,777 6.49

Unvested Balance at December 31, 2023 5,010,222 $ 5.63 190,144 $ 5.70 1,174,092 $ 6.58

( 1,629,925 )

Granted 2,135,016 7.18 117,112 8.08 474,056 8.62

Vested ( 2,210,103 ) 5.64 ( 37,422 ) 5.58 ( 253,744 ) 6.49

Forfeited ( 108,091 ) 6.10 ( 3,089 ) 6.16 —

Stock dividends accrued —

Unvested Balance at December 31, 2023

1,339 8.08 12,156 8.62

Unvested Balance at December 31, 2024 4,827,044 $ 6.31 268,084 $ 6.75 1,406,560 $ 7.28

Granted 2,014,072 10.77 105,715 10.01 347,089 (2) 10.92

Vested ( 2,393,119 ) 6.14 ( 93,721 ) 6.50 ( 337,625 ) 6.80

Forfeited ( 75,100 ) 7.62 ( 1,893 ) 7.18 —

Stock dividends accrued —

1,364 10.01 11,835 10.92

Unvested Balance at December 31, 2025 4,372,897 $ 8.43 279,549 (3) $ 8.07 1,427,859 $ 8.28

4 unchanged sentences

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

(i) beginning

90-day average stock prices;

(i) beginning 90-day average stock prices;

(ii) valuation date stock prices;

(iii) correlation coefficients based upon the price data used to calculate

the historical volatilities;

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

and (iv) the following additional assumptions:

2025 Granted in

2024 Granted in

Historical stock price volatility (low) 24 % 28 % 37 %

4 unchanged sentences

(3) Includes 99,602 deferred RSUs that have vested.

Stockholder Rights Plan

On March 17, 2023, the Board of Directors of

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

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

1 thereto, dated May 4, 2023 (“Amendment

1”), Amendment No.

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

2”), Amendment No.

3 thereto, dated March 18, 2024

(“Amendment No.

3”), Amendment No.

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

4”), and Amendment No.

dated April 30, 2024 (“Amendment No.

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

At the Company’s

2024 annual meeting of stockholders held on June 12, 2024, the Company’s stockholders ratified the adoption by the Board of Directors

of the extension of the Stockholder Rights Agreement.

On March 18, 2024, the Company entered into

Amendment No.

3, which extended the Stockholder Rights Agreement, such that the Rights will now expire on the close of business on March

Amendment No.

3 also changed the definition of “Exercise Price” in the Stockholder Rights Agreement from $ 32.00

to $ 45.00 per Unit (as defined below) to account for the difference in share price between when the Stockholder Rights Agreement was originally

adopted and when it was extended.

Pursuant to the terms of the Stockholder Rights

Agreement, the Board of Directors declared a dividend distribution of (i) one Right (as defined below) for each outstanding share of common

stock, par value $ 0.01 per share, of the Company’s common stock and (ii) 1,000 Rights for each outstanding share of the Company’s

Series A Preferred Stock, to stockholders of record as of the close of business on March 28, 2023 (the “Record Date”).

addition, one Right will automatically attach to each share of common stock and 1,000 Rights will automatically attach to each share of

Series A Preferred Stock, in each case, issued between the Record Date and the earlier of the Distribution Date (as defined below) and

the expiration date of the Rights.

Each “Right” entitles the registered holder thereof to purchase from the Company a unit

consisting of one ten-thousandth of a share (a “Unit”) of Series B Junior Participating Cumulative Preferred Stock, par value

$ 0.01 per share, of the Company (the “Series B Preferred Stock”) at a cash exercise price of $ 45.00 per Unit (the “Exercise

Price”), subject to adjustment, under certain conditions specified in the Stockholder Rights Agreement and summarized below.

Initially, the Rights are not exercisable and

are attached to and trade with all shares of common stock and Series A Preferred Stock outstanding as of, and issued subsequent to, the

The Rights will separate from the common stock and Series A Preferred Stock and will become exercisable upon the earlier

of (i) the close of business on the tenth calendar day following the first public announcement that a person or group of affiliated or

associated persons (an “Acquiring Person”) has acquired beneficial ownership of 10 % (or 20 % in the case of passive stockholders

or “13G Investors,” as defined in the Stockholder Rights Agreement) or more of the outstanding shares of common stock, other

than as a result of repurchases of stock by the Company or certain inadvertent actions by a stockholder (the date of such announcement

being referred to as the “Stock Acquisition Date”), or (ii) the close of business on the tenth business day (or such later

day as the Board of Directors may determine) following the commencement of a tender offer or exchange offer that could result upon its

consummation in a person or group becoming an Acquiring Person (the earlier of such dates being herein referred to as the “Distribution

A person or group who beneficially owned 10% or more (or 20% or more in the case of 13G Investors) of the Company’s

outstanding common stock prior to the first public announcement by the Company of the adoption of the Stockholder Rights Agreement will

not trigger the Stockholder Rights Agreement so long as they do not acquire beneficial ownership of any additional shares of common stock

at a time when they still beneficially own 10% or more (or 20% or more in the case of 13G Investors) of such common stock, subject to

certain exceptions as set forth in the Stockholder Rights Agreement.

For purposes of the Stockholder Rights Agreement,

beneficial ownership is defined to include ownership of securities that are subject to a derivative transaction and acquired derivative

Swaps dealers unassociated with any control intent or intent to evade the purposes of the Stockholder Rights Agreement are

excepted from such imputed beneficial ownership.

Pursuant to Amendment No.

1, beneficial ownership did not include the right to vote pursuant

to any agreement, arrangement or understanding with respect to voting on the proposal to approve and ratify the Stockholder Rights Agreement

presented to the Company’s stockholders at the Company’s 2023 annual meeting of stockholders.

Pursuant to Amendment No.

the parties to the SPA Agreement are not deemed to be “Acquiring Persons” solely by virtue of, or as a result of, the parties’

entry into the SPA Agreement, the issuance of the Series C Preferred Stock to GBH, and the performance or consummation of any of the other

transactions contemplated by the SPA Agreement, among other conditions, under the terms and conditions set forth in Amendment No.

to Amendment No.

4, beneficial ownership excludes the right to vote pursuant to any agreement, arrangement or understanding with respect

to voting (i) arising solely from a revocable proxy or consent given in response to a public proxy or consent solicitation, or exempt

solicitation, made pursuant to a written proxy or consent solicitation statement filed with the SEC and that is not also then reportable

on Schedule 13D under the Exchange Act, or (ii) on a proposal to approve and ratify the Stockholder Rights Agreement (as amended from

time to time), including any amendment thereto or extension thereof, presented to the Company’s stockholders at any annual or special

meeting of the Company’s stockholders (including any adjournments or postponements thereof).

Pursuant to Amendment No.

5, the Stockholder

Rights Agreement was amended to (a) remove language stating that (i) the Company has the “exclusive” power and authority to

administer the Stockholder Rights Agreement and (ii) all actions, calculations, interpretations and determinations necessary or advisable

for the administration of the Stockholder Rights Agreement done or made by the Board of Directors of the Company in good faith are final,

conclusive and binding on all parties, and (b) provide that nothing in the Stockholder Rights Agreement shall be deemed to limit or eliminate

the fiduciary duties of the Board of Directors under applicable law.

In the event that a Stock Acquisition Date occurs,

proper provision will be made so that each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights

shall become null and void) will thereafter have the right to receive upon exercise, in lieu of a number of shares of Series B Preferred

Stock, that number of shares of common stock of the Company (or, in certain circumstances, including if there are insufficient shares

of common stock to permit the exercise in full of the Rights, Units of Series B Preferred Stock, other securities, cash or property, or

any combination of the foregoing) having a market value of two times the Exercise Price of the Right (such right being referred to as

the “Subscription Right”).

In the event that, at any time following the Stock Acquisition Date, (i) the Company consolidates

with, or merges with and into, any other person, and the Company is not the continuing or surviving corporation, (ii) any person consolidates

with the Company, or merges with and into the Company and the Company is the continuing or surviving corporation of such merger and, in

connection with such merger, all or part of the shares of common stock are changed into or exchanged for stock or other securities of

any other person or cash or any other property, or (iii) 50 % or more of the Company’s assets or earning power is sold, mortgaged

or otherwise transferred, each holder of a Right (other than an Acquiring Person or its associates or affiliates, whose Rights shall become

null and void) will thereafter have the right to receive, upon exercise, common stock of the acquiring company having a market value equal

to two times the Exercise Price of the Right (such right being referred to as the “Merger Right”).

The holder of a Right will

continue to have the Merger Right whether or not such holder has exercised the Subscription Right.

Rights that are or were beneficially

owned by an Acquiring Person may (under certain circumstances specified in the Stockholder Rights Agreement) become null and void.

The Rights may be redeemed in whole, but not

in part, at a price of $ 0.01 per Right (payable in cash, common stock or other consideration deemed appropriate by the Board of Directors)

by the Board of Directors only until the earlier of (i) the time at which any person becomes an Acquiring Person or (ii) the expiration

date of the Stockholder Rights Agreement.

Immediately upon the action of the Board of Directors ordering redemption of the Rights, the

Rights will terminate and thereafter the only right of the holders of Rights will be to receive the redemption price.

The Stockholder Rights Agreement may be amended

by the Board of Directors in its sole discretion at any time prior to the time at which any person becomes an Acquiring Person.

such time the Board of Directors may, subject to certain limitations set forth in the Stockholder Rights Agreement, amend the Stockholder

Rights Agreement only to cure any ambiguity, defect or inconsistency, to shorten or lengthen any time period, or to make changes that

do not adversely affect the interests of Rights holders (excluding the interests of an Acquiring Person or its associates or affiliates).

Until a Right is exercised, the holder will

have no rights as a stockholder of the Company (beyond those as an existing stockholder), including the right to vote or to receive dividends.

While the distribution of the Rights will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances,

recognize taxable income in the event that the Rights become exercisable for shares of common stock, other securities of the Company,

other consideration or for common stock of an acquiring company.

The Stockholder Rights Agreement provides the

holders of the common stock with the ability to exempt an offer to acquire, or engage in another business combination transaction involving,

the Company that is deemed a “Qualifying Offer” (as defined in the Stockholder Rights Agreement) from the terms of the Stockholder

Rights Agreement.

A Qualifying Offer is, in summary, an offer determined by a majority of the independent members of the Board to have

specific characteristics that are generally intended to preclude offers that are coercive, abusive or highly contingent.

Among those characteristics

are that it be:

(i) a fully financed all-cash tender offer or an exchange offer offering shares of common stock of the offeror, or a combination

thereof, for any and all of the common stock;

and (ii) an offer that is otherwise in the best interests of the Company’s stockholders.

The Stockholder Rights Agreement provides additional characteristics necessary for an acquisition offer to be deemed a “Qualifying

Offer,” including if the consideration offered in a proposed transaction is stock of the acquiror.

Pursuant to the Stockholder Rights Agreement,

if the Company receives a Qualifying Offer and the Board of Directors has not redeemed the outstanding Rights or exempted such Qualifying

Offer from the terms of the Stockholder Rights Agreement or called a special meeting of stockholders (the “Special Meeting”)

for the purpose of voting on whether to exempt such Qualifying Offer from the terms of the Stockholder Rights Agreement, in each case

by the end of the 90 business day period following the commencement of such Qualifying Offer, provided such offer remains a Qualifying

Offer during such period, the holders of 10 % of the common stock may request that the Board call a Special Meeting to vote on a resolution

authorizing the exemption of the Qualifying Offer from the terms of the Stockholder Rights Agreement.

If such a Special Meeting is not

held by the 90th business day following the receipt of such a request from stockholders to call a Special Meeting, the Qualifying Offer

will be deemed exempt from the terms of the Stockholder Rights Agreement on the 10th business day thereafter.

Employee Benefit Plans

The Company has a 401(k) savings plan covering

all eligible employees in which the Company can make discretionary contributions from its profits.

The amounts included in the table below

are recorded in compensation expense in the Consolidated Statements of Operations.

A summary of discretionary contributions made

by the Company is as follows:

The Company has a 401(k) savings plan covering all eligible employees in which the Company can make discretionary contributions from its profits.

The amounts included in the table below are recorded in compensation expense in the Consolidated Statements of Operations.

A summary of discretionary contributions made by the Company is as follows:

Years Ended December 31,

2025 2024 2023

$ 1,674 $ 1,610 $ 1,450

Earnings Per Share

The following tables set forth reconciliations

of the basic and diluted earnings per share computations for the periods presented:

The following tables set forth reconciliations of the basic and diluted earnings per share computations for the periods presented:

Years Ended December 31,

Basic Earnings per Share 2025 2024 2023

Net income $ 109,133 $ 66,693 $ 102,546

Excise taxes on stock repurchases ( 717 ) ( 1,868 ) —

Loss on repurchase of Series A Preferred Stock —

Income distributed to participating securities —

( 1,406 ) ( 2,770 )

Undistributed income allocable to participating securities ( 27 ) ( 2,183 ) ( 12,680 )

14 unchanged sentences

Diluted earnings per share $ 0.75 $ 0.33 $ 0.64

Diluted earnings per share presented above is

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

the years ended December 31, 2024 and 2023, the Company recognized a loss of $ 13,243 (which includes an excise tax of $ 1,868 ) and a gain

of $ 7,966 , 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.

There were no antidilutive non-participating

common stock equivalents during the years ended December 31, 2024 and 2023.

Total antidilutive non-participating common stock equivalents

were 405 during the year ended December 31, 2022 (shares herein are reported in thousands).

There were no potential common shares associated

with the conversion option embedded in the Convertible Notes included in weighted average diluted shares for the years ended December

31, 2024, 2023 and 2022 as the Company’s average stock price was lower than the conversion price.

The following table reconciles weighted average

diluted shares as reported on the Company’s Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and

2022, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate diluted earnings

per share as disclosed in the table above:

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

During the years ended December 31, 2025 and 2024, the Company recognized excise taxes on stock repurchases of $ 717 and $ 1,868 , respectively.

In addition, during the year ended December 31, 2024, the Company recognized a loss on the repurchase of the Series A Preferred Stock of $ 11,375 and a gain on the repurchase of Series C Preferred Stock of $ 7,966 .

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.

Total antidilutive non-participating common stock equivalents were 113 during the year ended December 31, 2025 (shares herein are reported in thousands).

There were no antidilutive non-participating common stock equivalents during the years ended December 31, 2024 and 2023.

There were 24 potential common shares associated with the conversion option embedded in the Convertible Notes included in weighted average diluted shares for the year ended December 31, 2025.

There were no potential common shares associated with the conversion option embedded in the Convertible Notes included in weighted average diluted shares for the years ended December 31, 2024 and 2023 as the Company’s average stock price was lower than the conversion price.

The following table reconciles weighted average diluted shares as reported on the Company’s Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate diluted earnings per share as disclosed in the table above:

Years Ended December 31,

3 unchanged sentences

Weighted average shares of common stock issuable upon conversion of the Series A Preferred Stock (Note 22) —

( 9,068 ) ( 14,750 )

Weighted average shares of common stock issuable upon conversion of the Series C Preferred Stock (Note 12) —

2 unchanged sentences

Income before Income Tax Expense – Domestic and Foreign

and foreign components of income before

income tax expense for the years ended December 31, 2024, 2023 and 2022 are as follows:

and foreign components of income before income tax expense for the years ended December 31, 2025, 2024 and 2023 are as follows:

Year Ended December 31,

Income Tax Expense/(Benefit) – By Jurisdiction

The components of current and deferred income

tax expense included in the Consolidated Statement of Operations for years ended December 31, 2024, 2023 and 2022 are as follows:

2025 2024 2023

$ 50,728 $ 27,638 $ 4,652

Foreign 91,490 67,764 114,356

Total $ 142,218 $ 95,402 $ 119,008

Income Tax Expense – By Jurisdiction

The components of current and deferred income tax expense included in the Consolidated Statement of Operations for years ended December 31, 2025, 2024 and 2023 are as follows:

Years Ended December 31,

2025 2024 2023

Federal $ 11,982 $ 13,377 $ 6,957

State and local 3,575 3,547 1,883

Foreign 16,547 12,183 8,103

$ 32,104 $ 29,107 $ 16,943

Federal $ 538 $ ( 581 ) $ ( 494 )

State and local 111 ( 120 ) ( 102 )

Income tax expense/(benefit)

Reconciliation of Statutory Federal Income Tax Rate to the

Effective Income Tax Rate

Below is a tabular rate reconciliation pursuant

to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2024:

Foreign 332 303 115

981 ( 398 ) ( 481 )

Income tax expense $ 33,085 $ 28,709 $ 16,462

Reconciliation of Statutory Federal Income Tax Rate to the Effective Income Tax Rate

Below is a tabular rate reconciliation pursuant to the disclosure requirements of ASU 2023-09 for the years ended December 31, 2025 and 2024:

December 31, 2025

December 31, 2024

Amount Percent Amount Percent

federal statutory income tax $ 29,866 21.0 % $ 20,034 21.0 %

5 unchanged sentences

Statutory tax rate difference 2,545 1.8 % 1,822 1.9 %

Other ( 253 ) ( 0.2 % ) ( 96 ) ( 0.1 % )

Statutory tax rate difference ( 333 ) ( 0.2 % ) ( 351 ) ( 0.4 % )

Other 225 0.2 % 75 0.1 %

Other Foreign Jurisdictions 64 0.1 % 226 0.2 %

Capital loss expiration 14,064 9.9 % —

Changes in valuation allowances ( 15,713 ) ( 11.0 % ) 290 0.3 %

1 unchanged sentence

Loss on debt extinguishment 3,035 2.1 % 6,219 6.5 %

Civil money penalty relating to SEC ESG Settlement

Executive compensation 1,620 1.1 % 901 1.0 %

Stock-based compensation tax shortfalls 5 0.0 % 409 0.4 %

Civil money penalty relating to SEC ESG Settlement —

Other adjustments 954 0.6 % 755 0.8 %

2 unchanged sentences

(1) State and local taxes in New York and California comprise the majority of this category.

Below is a reconciliation of the statutory federal

income tax expense and the Company’s total income tax expense for the years ended December 31, 2023 and 2022:

Years Ended December 31,

Below is a reconciliation of the statutory federal income tax expense and the Company’s total income tax expense for the year ended December 31, 2023:

federal statutory income tax $ 24,992

10 unchanged sentences

State income tax rate, net of federal benefit 153

Change in valuation allowance—Foreign NOLs and interest carryforwards

Other differences, net 508

Income tax expense/(benefit)

_____________________________

(1) The gain on revaluation of deferred consideration is not adjusted for income taxes as the obligation was assumed by a wholly-owned subsidiary that is based in Jersey, a jurisdiction where the Company is subject to a zero percent tax rate.

Income tax expense $ 16,462

Income Tax Payments

Disclosed below is a summary of income taxes

paid by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended December 31, 2024:

Disclosed below is a summary of income taxes paid by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the years ended December 31, 2025 and 2024:

December 31, 2025 Year Ended

December 31, 2024

2 unchanged sentences

United Kingdom 17,021 11,485

Disclosed below is a summary of income taxes

paid by jurisdiction for the years ended December 31, 2023 and 2022:

Years Ended December 31,

Other 660 589

$ 30,340 $ 32,218

Disclosed below is a summary of income taxes paid by jurisdiction for the year ended December 31, 2023:

Federal $ 4,824

State and local 1,457

Foreign 9,875

Deferred Tax Assets

A summary of the components of the Company’s

deferred tax assets at December 31, 2024 and 2023 is as follows:

A summary of the components of the Company’s deferred tax assets at December 31, 2025 and 2024 is as follows:

Deferred tax assets:

2 unchanged sentences

Stock-based compensation 3,210 2,843

Acquisition costs 970 —

NOLs—Foreign 745 1,024

Operating lease liabilities 631 95

Goodwill and intangible assets —

1 unchanged sentence

Software capitalization —

Operating lease liabilities

Unrealized losses

Other 289 331

Deferred tax assets 19,118 34,073

Deferred tax liabilities:

Fixed assets and prepaid assets

Software capitalization 912 —

Right of use assets—operating leases 627 95

Unremitted earnings—European subsidiaries

Foreign currency translation adjustment 592 —

Unrealized gains 494 76

Fixed assets and prepaid assets 356 246

Goodwill and intangible assets 74 —

Unremitted earnings—European subsidiaries 65 92

Deferred tax liabilities 3,120 509

2 unchanged sentences

Deferred tax assets, net $ 9,803 $ 11,656

Net Operating and Capital Losses – U.S.

The Company’s tax effected capital losses

at December 31, 2024 were $ 21,984 .

Capital Losses – U.S.

The Company’s tax effected capital losses at December 31, 2025 were $ 6,689 .

These capital losses expire between the years 2026 and 2028.

During the years ended December 31, 2024

and 2023, tax effected capital losses in the amount of $ 0 and $ 3,278 expired, respectively.

The table below sets forth the aggregate changes in these capital losses:

Balance at January 1, 2024 $ 22,489

Utilizations ( 505 )

Balance at December 31, 2024 $ 21,984

Expirations ( 14,064 )

Utilizations ( 1,231 )

Balance at December 31, 2025 $ 6,689

Net Operating Losses – Europe

One of the Company’s European subsidiaries

generated NOLs outside the U.S.

One of the Company’s European subsidiaries generated NOLs outside the U.S.

These tax effected NOLs, all of which are carried forward indefinitely, were $ 745 at December 31, 2025.

Valuation Allowance

The Company’s valuation allowance has

been established on its net capital losses (net of unrealized gains), as it is more-likely-than-not that these deferred tax assets will

not be realized.

The Company’s valuation allowance has been established on its net capital losses (net of unrealized gains), as it is more-likely-than-not that these deferred tax assets will not be realized.

Income Tax Examinations

The Company is subject to U.S.

federal income

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

As of December 31, 2024, with few exceptions,

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

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

As of December 31, 2025, with few exceptions, the Company was no longer subject to income tax examinations by any taxing authority for the years before 2021.

Uncertain Tax Positions

During the year ended December 31, 2023, $ 1,353

of unrecognized tax benefits lapsed due to the statute of limitations.

During the year ended December 31, 2023, $ 1,353 of unrecognized tax benefits lapsed due to the statute of limitations.

There were no unrecognized tax benefits at December 31, 2025 and 2024.

Undistributed Earnings of Foreign Subsidiaries

ASC 740-30 Income Taxes provides guidance that

ASC 740-30 Income Taxes provides guidance that U.S.

companies do not need to recognize tax effects on foreign earnings that are indefinitely reinvested.

The Company repatriates earnings

of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 92 and $ 186 at December 31, 2024 and 2023, respectively.

The Company repatriates earnings of its foreign subsidiaries and therefore has recognized a deferred tax liability of $ 65 and $ 92 at December 31, 2025 and 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted, extending or modifying several provisions of the Tax Cuts and Jobs Act of 2017.

The OBBBA left corporate income tax rates unchanged, but reinstated immediate expensing of domestic research and development expenditures, revised Section 163(j) interest limitations, expanded Section 162(m) aggregation rules, updated GILTI provisions and restored 100 % bonus depreciation, among other changes.

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

Shares Repurchased

On February 22, 2022, the Company’s Board of Directors approved an increase

of $ 85,709 to the Company’s share repurchase program to $ 100,000 and extended the term for three years through April 27, 2025 .

February 24, 2025, the Company’s Board of Directors approved another increase of $ 129,158 to the repurchase program, bringing the

total authorization to $ 150,000 , and extended the program’s term for another three years through April 27, 2028.

Included under

the Company’s share repurchase program are purchases to offset future equity grants made under the Company’s equity plans

and purchases made in open market or privately negotiated transactions.

This authority may be exercised from time to time, subject to

regulatory considerations.

The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate

and regulatory requirements, market conditions and other corporate liquidity requirements and priorities.

The repurchase program may be

suspended or terminated at any time without prior notice.

Shares repurchased under this program are returned to the status of authorized

and unissued on the Company’s books and records.

During the years ended December 31, 2024, 2023

and 2022, the Company repurchased 6,800,301 , 635,653 and 593,261 shares of its common stock, respectively, under this program for an aggregate

cost of $ 62,870 , $ 3,570 and $ 3,418 , respectively.

Shares repurchased under this program were returned to the status of authorized and

unissued on the Company’s books and records.

As of December 31, 2024, $ 33,536 remained

under this program for future purchases.

In addition, as further described in Note 11,

in August 2024, the Company repurchased all of its then-outstanding Series A Non-Voting Convertible Preferred Stock, which was convertible

into 14,750,000 shares of the Company’s common stock from ETFS Capital for aggregate cash consideration of $ 143,812 (or $ 9.75 per

On October 27, 2025, the Company’s Board of Directors approved an increase of $ 190,038 to the Company’s share repurchase program, bringing the total authorization to $ 250,000 , which expires on April 27, 2028.

Repurchases, which will include purchases to offset future equity awards made under the Company’s equity plans, may be made from time to time in open market transactions, privately negotiated transactions, block trades or otherwise, in each case in accordance with applicable securities laws.

The timing, manner, price and amount of any repurchases will be determined at the Company’s discretion and will depend on a variety of factors including stock price, general business and market conditions, and corporate and regulatory requirements, as well as other uses of capital and the Company’s liquidity position.

The program does not obligate the Company to repurchase any particular amount of common stock and may be modified, suspended or discontinued at any time without prior notice.

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

During the years ended December 31, 2025, 2024 and 2023, the Company repurchased 8,096,862 , 6,800,301 and 635,653 shares of its common stock, respectively, under this program for an aggregate cost of $ 102,732 , $ 62,870 and $ 3,570 , respectively.

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

As of December 31, 2025, $ 250,000 remained under this program for future purchases.

In addition, in August 2024, the Company repurchased all of its then-outstanding Series A Preferred Stock, which was convertible into 14,750,000 shares of the Company’s common stock, from ETFS Capital for aggregate cash consideration of $ 143,812 (or $ 9.75 per share).

Goodwill and Intangible Assets

The table below sets forth goodwill which is

tested annually for impairment on November 30 th :

The table below sets forth goodwill which is tested annually for impairment on November 30 th :

Balance at January 1, 2025 $ 86,841

Goodwill—Ceres Acquisition 141,783

Balance at December 31, 2025 $ 228,624

Goodwill arising from the Ceres Acquisition represents expected synergies from the integration of Ceres and the Company, including capital raising activities for a new farmland fund to be formed.

Goodwill is not amortized for financial reporting purposes, and it is expected to be deductible for tax purposes.

Goodwill was tested for impairment on November 30, 2025.

The quantitative impairment test was performed using a market approach, whereby the market capitalization of the Company (a

single reporting unit) was compared to its carrying value.

The market capitalization was derived from the Company’s publicly traded

stock price plus a reasonable control premium.

The fair value of the reporting unit exceeded its carrying value and therefore no impairment

was recognized.

Of the total goodwill of $ 86,841 at December

31, 2024, $ 85,042 is not deductible for tax purposes as the acquisitions that gave rise to the goodwill were structured as stock acquisitions.

The quantitative impairment test was performed using a market approach, whereby the market capitalization of the Company (a single reporting unit) was compared to its carrying value.

The market capitalization was derived from the Company’s publicly traded stock price plus a reasonable control premium.

The fair value of the reporting unit exceeded its carrying value and therefore no impairment was recognized.

Of the total goodwill of $ 228,624 at December 31, 2025, $ 85,042 is not deductible for tax purposes as the acquisitions that gave rise to the goodwill were structured as stock acquisitions.

The remainder of the goodwill is deductible for U.S.

1 unchanged sentence

Intangible Assets

The table below sets forth the Company’s

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

The table below sets forth the Company’s intangible assets which are tested annually for impairment on November 30 th :

Balance at December 31, 2025

Item Gross Asset Accumulated

Amortization Net Asset

ETFS Acquisition $ 601,247 $ —

Ceres intangible assets 143,500 ( 1,435 ) 142,065

Software development 9,823 ( 4,178 ) 5,645

1 unchanged sentence

Balance at December 31, 2024

Item Gross Asset Accumulated

Amortization Net Asset

ETFS Acquisition $ 601,247 $ —

2 unchanged sentences

ETFS Acquisition (Indefinite-Lived)

In connection with the ETFS Acquisition, which

was completed on April 11, 2018 , the Company identified intangible assets valued at $ 601,247 related to the right to manage AUM through

customary advisory agreements.

These intangible assets were determined to have indefinite useful lives and are not deductible for tax

The Company performed its indefinite-lived intangible

asset impairment test related to these customary advisory agreements on November 30, 2024.

The results of this analysis identified no

indicators of impairment to be recognized based upon a quantitative assessment (discounted cash flow analysis) which relied upon significant

unobservable inputs including a projected revenue growth rate of 3 % and a weighted average cost of capital of 10.3 %.

In connection with the ETFS Acquisition, which was completed on April 11, 2018 , the Company identified intangible assets valued at $ 601,247 related to the right to manage AUM through customary advisory agreements.

These intangible assets were determined to have indefinite useful lives and are not deductible for tax purposes.

The Company performed its indefinite-lived intangible asset impairment test related to these customary advisory agreements on November 30, 2025.

The results of this analysis identified no indicators of impairment to be recognized based upon a quantitative assessment (discounted cash flow analysis) which relied upon significant unobservable inputs including a projected revenue growth rate of 3 % and a weighted average cost of capital of 9.0 %.

Ceres Acquisition (Finite-Lived)

In connection with the Ceres Acquisition, which was completed on October 1, 2025, the Company identified intangible assets valued at $ 143,500 related to purchase price allocated to a customary advisory agreement ($ 135,000 ) and trade name ($ 8,500 ).

These intangible assets were determined to have a finite life (estimated useful life of 25 years) and are deductible for tax purposes.

As of December 31, 2025, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows:

2031 and beyond 113,365

Total expected amortization expense $ 142,065

The weighted-average remaining useful life of the finite-lived intangible assets is 24.8 years.

Software Development (Finite-Lived)

Internally-developed software is amortized over

a useful life of three years .

During the years ended December 31, 2024, 2023 and 2022, the Company recognized amortization expense on

internally-developed software of $ 1,522 , $ 634 and $ 50 , respectively.

As of December 31, 2024, expected amortization

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

Internally-developed software is amortized over a useful life of three years.

During the years ended December 31, 2025, 2024 and 2023, the Company recognized amortization expense on internally-developed software of $ 1,972 , $ 1,522 and $ 634 , respectively.

As of December 31, 2025, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows:

Total expected amortization expense $ 5,645

The weighted-average remaining useful life of

the finite-lived intangible assets is 2.3 years.

Contingent Payments

The Company recognized a gain of $ 0 and $ 1,477

during the years ended December 31, 2024 and 2023, respectively, from remeasuring contingent payments arising from the sale of its former

Canadian ETF business to their realizable value.

These gains were recorded in other gains/(losses), net.

The following table summarizes impairments recognized

by the Company:

The weighted-average remaining useful life of the finite-lived intangible assets is 2.4 years.

The following table summarizes impairments recognized by the Company:

Years Ended December 31,

2025 2024 2023

Securrency (Note 7) $ —

2 unchanged sentences

The Company, through its subsidiaries in the U.S.

and Europe, is a global financial

innovator, offering a diverse suite of ETPs, models, solutions and products leveraging blockchain technology.

The Company conducts business

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

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

The accounting

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

The key measures of segment profit or loss that

the CODM uses to allocate resources and assess performance are the Company’s consolidated net income, as reported on the Consolidated

Statements of Operations, as well as adjusted operating income and adjusted operating income margin, which are exclusive of items that

are non-recurring or not core to the Company’s operating business.

The table below discloses these key measures

and is inclusive of a reconciliation of the Company’s operating income and operating income margin as computed under U.S.

the Company’s Non-GAAP adjusted operating income and adjusted operating income margin utilized by the CODM:

Adjusted Operating Income Margin

and Europe, offers a diverse suite of ETPs, models and solutions, private market investments and digital asset-related products and services.

The Company conducts business as a single operating segment as an ETP sponsor and asset manager, which is based upon the Company’s current organizational and management structure, as well as information used by the CODM to allocate resources and assess performance and other factors.

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

The key measures of segment profit or loss that the CODM uses to allocate resources and assess performance are the Company’s consolidated net income, as reported on the Consolidated Statements of Operations, as well as adjusted operating income and adjusted operating income margin, which are exclusive of items that are non-recurring or not core to the Company’s operating business.

The table below discloses these key measures and is inclusive of a reconciliation of the Company’s operating income and operating income margin as computed under U.S.

GAAP to the Company’s Non-GAAP adjusted operating income and adjusted operating income margin utilized by the CODM:

2025 2024 2023

Net income $ 109,133 $ 66,693 $ 102,546

2025 2024 2023

Operating revenues $ 493,753 $ 427,737 $ 349,035

Legal expenses expected to be covered by insurance

Legal expenses covered by insurance —

Operating revenues, as adjusted $ 493,753 $ 423,431 $ 349,035

Operating income $ 174,195 $ 137,293 $ 87,492

Acquisition-related costs 4,693 —

Ceres intangible amortization 1,435 —

Expenses incurred in response to an activist campaign —

2 unchanged sentences

Adjusted operating income margin 36.5 % 33.6 % 26.8 %

Expenses incurred in response to an activist

campaign for the years ended December 31, 2024, 2023 and 2022 include $ 4,857 , $ 5,734 and $ 4,187 , respectively, of professional fees, and

$ 109 , $ 146 and $ 272 , respectively, of other expenses.

All expense categories on the Consolidated Statements

of Operations are significant and there are no other significant segment expenses that would require disclosure.

Assets provided to the

CODM are consistent with those reported on the Consolidated Balance Sheets with particular emphasis on the Company’s available liquidity,

including its cash, cash equivalents and restricted cash, financial instruments owned, accounts receivable and securities held-to-maturity,

reduced by current liabilities, seed capital and regulatory capital requirements.

There are no intra-entity sales or transfers

and no significant expense categories regularly provided to the CODM beyond those disclosed in the Consolidated Statements of Operations.

The CODM manages the business using consolidated expense information, adjusted for items that are non-recurring or not core to the Company’s

operating business as disclosed in the table above, as well as regularly provided budgeted or forecasted expense information for the single

operating segment.

Information related to the Company’s products

and services and geographical distribution of revenues is disclosed in Note 16.

Acquisition-related costs for the year ended December 31, 2025 of $ 4,693 related to the Ceres Acquisition.

Expenses incurred in response to an activist campaign for the years ended December 31, 2024 and 2023 were comprised of professional fees of $ 4,857 and $ 5,734 , respectively, and other expenses of $ 109 and $ 146 , respectively.

All expense categories on the Consolidated Statements of Operations are significant and there are no other significant segment expenses that would require disclosure.

Assets provided to the CODM are consistent with those reported on the Consolidated Balance Sheets with particular emphasis on the Company’s available liquidity, including its cash, cash equivalents and restricted cash, financial instruments owned, accounts receivable and securities held-to-maturity, reduced by current liabilities, seed capital and regulatory capital requirements.

There are no intra-entity sales or transfers and no significant expense categories regularly provided to the CODM beyond those disclosed in the Consolidated Statements of Operations.

The CODM manages the business using consolidated expense information, adjusted for items that are non-recurring or not core to the Company’s operating business as disclosed in the table above, as well as regularly provided budgeted or forecasted expense information for the single operating segment.

Information related to the Company’s products and services and geographical distribution of revenues is disclosed in Note 16.

Subsequent Events

The Company evaluated subsequent events through

the date of issuance of the consolidated financial statements.

The Company evaluated subsequent events through the date of issuance of the consolidated financial statements.

There were no events requiring disclosure.

EXHIBIT INDEX

Equity Purchase Agreement by and among the Registrant, WisdomTree Farmland Holdings, Inc., Ceres Partners, LLC, the Sellers and the Sellers’ Representative, dated July 31, 2025 (incorporated by reference to Exhibit 2.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 6, 2025)

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form 10 filed with the SEC on March 31, 2011)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Name Change) (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on November 7, 2022)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Declassification of Board of Directors) (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on July 20, 2022)

of Amendment to the Amended and Restated Certificate of Incorporation (Declassification of Board of Directors) (incorporated by reference

to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on July 20, 2022)

Certificate of Amendment to the Amended and Restated Certificate of Incorporation (Increase in Authorized Shares) (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on July 20, 2022)

Certificate of Designations of Series A Non-Voting Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 13, 2018)

Certificate of Elimination of Series A Non-Voting Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on August 13, 2024 )

Certificate of Designations of Series B Junior Participating Cumulative Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form 8-A filed with the SEC on March 20, 2023)

Certificate of Elimination of Series B Junior Participating Cumulative Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on March 18, 2025)

Fifth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.7 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2024)

7 unchanged sentences

Form of Global Note, representing the Registrant’s 3.25% Convertible Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on June 14, 2021)

Indenture, dated as of February 14, 2023, by and between the Registrant and U.S.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on February 14, 2023)

Form of Global Note, representing the Registrant’s 5.75% Convertible Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on February 14, 2023)

Indenture, dated as of August 13, 2024, by and between the Registrant and U.S.

1 unchanged sentence

Form of Global Note, representing the Registrant’s 3.25% Convertible Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on August 13, 2024)

Stockholder Rights Agreement, dated March 17, 2023, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 8-A filed with the SEC on March 20, 2023)

Amendment No.

1 to Stockholder Rights Agreement, dated as of May 4, 2023, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 5, 2023)

Amendment No.

2 to Stockholder Rights Agreement, dated as of May 10, 2023, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on May 10, 2023)

Amendment No.

3 to Stockholder Rights Agreement, dated as of March 18, 2024, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on March 18, 2024)

Amendment No.

4 to Stockholder Rights Agreement, dated as of March 25, 2024, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on March 29, 2024)

Amendment No.

5 to Stockholder Rights Agreement, dated as of April 30, 2024, between the Registrant and Continental Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 30, 2024)

Indenture, dated as of August 14, 2025, by and between the Registrant and U.S.

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on August 14, 2025)

Form of Global Note, representing the Registrant’s 4.625% Convertible Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on August 14, 2025)

Representative Form of Advisory Agreement between WisdomTree Asset Management, Inc.

3 unchanged sentences

Amended and Restated License Agreement between the Registrant and WisdomTree Trust dated March 1, 2012 (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2012)

WisdomTree Investments, Inc.

2016 Equity Plan (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2016)

Form of Employment Agreement for Executive Officers dated December 22, 2016 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2016)

8 unchanged sentences

Jarrett Lilien and Marci Frankenthaler (incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2023)

Share Sale Agreement among the Registrant, WisdomTree International and ETFS Capital dated November 13, 2017 (incorporated by reference to Exhibit 4.6 of the Registrant’s Annual Report on Form 10-K filed with the SEC on March 1, 2018)

Waiver and Variation Agreement, dated April 11, 2018, by and among the Registrant, WisdomTree International and ETFS Capital (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 13, 2018 )

Employment Agreement between the Registrant and Alexis Marinof, dated June 8, 2017 (incorporated by reference to Exhibit 10.21 of Amendment No.

8 unchanged sentences

Non-Employee Director Deferred Compensation Program (incorporated by reference to Exhibit 10.26 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2023)

Form of Restricted Stock Agreement for Executive Officers applicable to grants after January 1, 2023 and prior to January 1, 2024 (2022 Equity Plan) (incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2023)

Form of Performance-Based Restricted Stock Unit Award Agreement for U.S.

6 unchanged sentences

Executive Severance Plan (incorporated by reference to Exhibit 10.4 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2023)

Form of Restricted Stock Agreement for Executive Officers applicable to grants after January 1, 2024 (2022 Equity Plan)(incorporated by reference to Exhibit 10.31 of the Registrant’s Annual Report on Form 10-K filed with the SEC on February 23, 2024)

Statement of Company Policy on Insider Trading and Disclosure

Form of Restricted Stock Agreement for Executive Officers (2022 Equity Plan) (incorporated by reference to Exhibit 10.31 of the Registrant’s Annual Report on Form 10-K filed with the SEC on February 23, 2024)

Statement of Company Policy on Insider Trading and Disclosure (incorporated by reference to Exhibit 19.1 of the Registrant’s Annual Report on Form 10-K filed with the SEC on February 26, 2025)

Subsidiaries of the Registrant

2 unchanged sentences

Rule 13a-14(a) / 15d-14(a) Certification

Certification pursuant to 18 U.S.C.

14 unchanged sentences

______________________________________________________

* Schedules and exhibits to these Exhibits have been omitted in accordance with Item 601 of Regulation S-K.

The Company agrees to furnish

supplementally a copy of all omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon request.

* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits to the Equity Purchase Agreement have been omitted and will be furnished to the SEC supplementally upon request.

+ Certain confidential information contained in this document has been redacted in accordance with Item 601(b)(2)(ii) of Regulation S-K.

The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request.

(1) Filed herewith.

18 unchanged sentences

Bryan Edmiston

(Principal Financial Officer and Principal Accounting Officer)

(Principal Financial Officer)

/s/ Petranka Badova Radev

Chief Accounting Officer

Petranka Badova Radev

(Principal Accounting Officer)

/s/ Smita Conjeevaram

13 unchanged sentences

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 9A. Controls and Procedures