WisdomTree, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures 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 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. 72 Table of Contents Report of Management on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. In order to evaluate the effectiveness of internal control over financial reporting, management has conducted an assessment, including testing, using the criteria in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). Our system of internal control over financial reporting is 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. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) 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 (iii) 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. 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. The 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 that the Company maintained effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which is included herein. ITEM 9B. OTHER INFORMATION 10b5-1 Trading Arrangements 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 in the plan. 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). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. 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 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 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. 73 Table of Contents We have adopted a Code of Business Conduct and Ethics that applies to all of our directors, officers and employees, including our principal executive officer and principal financial and accounting officer. The Code of Business Conduct and Ethics is posted on our website at https://ir.wisdomtree.com/corporate-governance/governance-documents . We will post any amendments to, or waivers from, a provision of the Code of Business Conduct and Ethics by posting such information on our website, at the address and location specified above. 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. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 402 and Item 407(e)(4) and (e)(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 (excluding the information required by Item 402(v) of Regulation S-K relating to pay versus performance). ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 201(d) and Item 403 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 404 and Item 407(a) 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. ITEM 14. 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. PART IV ITEM 15. EXHIBITS; FINANCIAL STATEMENT SCHEDULES (a). The following are filed as part of this Report: 1. 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. 2. Financial Statement Schedules : None. 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. (b). Exhibits: 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. ITEM 16. FORM 10-K SUMMARY None. 74 Table of Contents WISDOMTREE, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements 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 F- 1 Table of Contents 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. 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. 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 statements. We believe that our audits provide a reasonable basis for our opinion. 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 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. As described in Notes 2 and 23 to the consolidated financial statements, these assets were assessed for impairment based upon a quantitative test. 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. 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. F- 2 Table of Contents How We Addressed the Matter in Our Audit 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. 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 Matter 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 Audit 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. New York, New York February 25, 2026 F- 3 Table of Contents 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 We have audited WisdomTree, Inc. and subsidiaries’ 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). In our 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. /s/ Ernst & Young LLP New York, New York February 25, 2026 F- 4 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands, Except Per Share Amounts) December 31, 2025 December 31, 2024 Assets Current assets: 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 Prepaid expenses 7,338 5,340 Other current assets 1,723 1,542 Total current assets 492,362 318,378 Fixed assets, net 431 336 Deferred tax assets, net 9,803 11,656 Investments (Note 7) 29,075 8,922 Right of use assets—operating leases (Note 13) 2,764 880 Goodwill (Note 23) 228,624 86,841 Intangible assets, net (Note 23) 748,957 605,896 Other noncurrent assets 925 631 Total assets $ 1,512,941 $ 1,033,540 Liabilities and stockholders’ equity Liabilities Current liabilities: 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 Accounts payable and other liabilities 32,720 22,124 Total current liabilities 282,056 109,197 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) — 12,159 Total liabilities 1,099,269 633,560 Contingencies (Note 14) Stockholders’ equity Common stock, par value $ 0.01 ; 400,000 shares authorized; issued and outstanding: 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 income/(loss) 2,227 ( 1,607 ) Retained earnings 220,794 129,823 Total stockholders’ equity 413,672 399,980 Total liabilities and stockholders’ equity $ 1,512,941 $ 1,033,540 The accompanying notes are an integral part of these consolidated financial statements F- 5 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Statements of Operations (In Thousands, Except Per Share Amounts) Year Ended December 31, 2025 2024 2023 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 Total revenues 493,753 427,737 349,035 Operating Expenses: Compensation and benefits 137,679 121,281 109,532 Fund management and administration 89,149 83,963 71,348 Marketing and advertising 20,544 20,532 17,256 Sales and business development 16,357 14,817 13,584 Contractual gold payments (Note 9) — — 6,069 Professional fees 13,060 21,098 18,969 Occupancy, communications and equipment 6,534 5,344 4,684 Depreciation and amortization 3,778 1,752 872 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 Operating income 174,195 137,293 87,492 Other Income/(Expenses): Interest expense ( 30,420 ) ( 18,911 ) ( 15,242 ) Gain on revaluation/termination of deferred consideration—gold payments (Note 9) — — 61,953 Interest income 10,967 6,778 4,099 Impairments (Note 24) — — ( 7,942 ) 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 33,085 28,709 16,462 Net income $ 109,133 $ 66,693 $ 102,546 Earnings per share—basic $ 0.77 $ 0.34 $ 0.66 Earnings per share—diluted $ 0.75 $ 0.33 $ 0.64 Weighted-average common shares—basic 140,376 144,630 144,707 Weighted-average common shares—diluted 144,939 158,844 170,413 Cash dividends declared per common share $ 0.12 $ 0.12 $ 0.12 The accompanying notes are an integral part of these consolidated financial statements F- 6 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (In Thousands) Year Ended December 31, 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 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 F- 7 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders’ Equity (In Thousands) Series C Preferred Stock Common Stock Additional Accumulated Other Shares Issued Par Value Shares Issued Par Value Paid-In Capital Comprehensive (Loss)/Income Retained Earnings Total Balance—January 1, 2023 — — 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 — — 45 Shares issued in connection with termination of the deferred consideration—gold payments obligation, net of issuance costs (Note 9) 13 — — — 86,801 — — 86,801 Shares repurchased that were issued in connection with termination of the deferred consideration—gold payments obligation, net of issuance costs (Note 9) ( 13 ) — — — ( 78,835 ) — — ( 78,835 ) Shares repurchased — — ( 636 ) ( 6 ) ( 3,564 ) — — ( 3,570 ) Stock-based compensation — — — — 16,190 — — 16,190 Other comprehensive income — — — — — 872 — 872 Dividends — — — — — — ( 20,524 ) ( 20,524 ) Net income — — — — — — 102,546 102,546 Balance—December 31, 2023 — — 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 ) — — ( 62,870 ) Stock-based compensation — — — — 20,691 — — 20,691 Repurchase of Series A Preferred Stock (Note 22) — — — — — — ( 11,375 ) ( 11,375 ) Excise taxes—stock repurchases — — — — — — ( 1,868 ) ( 1,868 ) Other comprehensive loss — — — — — ( 1,059 ) — ( 1,059 ) Dividends — — — — — — ( 19,368 ) ( 19,368 ) Net income — — — — — — 66,693 66,693 Balance—December 31, 2024 — — 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 ) — — ( 102,732 ) Stock-based compensation — — — — 21,619 — — 21,619 Excise taxes—stock repurchases — — — — — — ( 717 ) ( 717 ) Other comprehensive income — — — — — 3,834 — 3,834 Dividends — — — — — — ( 17,445 ) ( 17,445 ) Net income — — — — — — 109,133 109,133 Balance—December 31, 2025 — — 140,713 $ 1,407 $ 189,244 $ 2,227 $ 220,794 $ 413,672 The accompanying notes are an integral part of these consolidated financial statements F- 8 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In Thousands) Year Ended December 31, 2025 2024 2023 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, 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 right of use asset 1,527 1,304 1,285 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 — — ( 61,953 ) Impairments — — 7,942 Contractual gold payments — — 6,069 Changes in operating assets and liabilities: Accounts receivable ( 2,282 ) ( 9,036 ) ( 6,212 ) Prepaid expenses ( 1,872 ) ( 107 ) ( 518 ) 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 Compensation and benefits payable 7,936 1,937 1,209 Income taxes payable 1,647 ( 3,126 ) 2,260 Operating lease liabilities ( 1,509 ) ( 1,320 ) ( 1,284 ) Accounts payable and other liabilities ( 4,855 ) 3,396 6,213 Net cash provided by operating activities 147,946 113,461 85,600 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 ) 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 ) Cash paid—acquisition of Securrency Transfers, Inc. (net of cash acquired) — — ( 985 ) Proceeds from the sale of financial instruments owned, at fair value 12,577 48,126 123,564 Proceeds from exiting investments — 565 28,818 Proceeds from held-to-maturity securities maturing or called prior to maturity — 24 29 Proceeds from receipt of contingent consideration related to the sale of Canadian ETF business — — 1,477 Net cash (used in)/provided by investing activities ( 313,033 ) ( 23,875 ) 82,049 Cash flows from financing activities: 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 ) Cash paid to GBH ( 14,804 ) ( 14,804 ) — Issuance costs—convertible notes ( 11,064 ) ( 7,667 ) ( 3,548 ) Repurchase of Series A Preferred Stock — ( 143,812 ) — Repurchase costs—Series A Preferred Stock — ( 132 ) — Termination of deferred consideration—gold payments — ( 50,005 ) Repurchase of Series C Preferred Stock — ( 40,000 ) Issuance costs—Series C Preferred Stock — ( 97 ) 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 ) Cash, cash equivalents and restricted cash—beginning of year 181,191 129,305 132,101 Cash, cash equivalents and restricted cash—end of year $ 311,732 $ 181,191 $ 129,305 F- 9 Table of Contents Year Ended December 31, 2025 2024 2023 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 30,340 $ 32,218 $ 16,156 Cash paid for interest $ 17,636 $ 12,350 $ 10,709 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. Those shares were subsequently repurchased on November 20, 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 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 F- 10 Table of Contents WisdomTree, Inc. and Subsidiaries Notes to Consolidated Financial Statements (In Thousands, Except Share and Per Share Amounts) 1. Organization and Description of Business WisdomTree, Inc., through its subsidiaries in the U.S. and Europe (collectively, “WisdomTree” or the “Company”), is a global financial innovator, offering a diverse suite of exchange-traded products (“ETPs”), models 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”). The WisdomTree ETFs are issued in the U.S. by WTT. WTT is a non-consolidated Delaware statutory trust registered with the SEC as an open-end management investment company. The Company has licensed to WTT the use of certain of its own indexes on an exclusive basis for the WisdomTree ETFs in the U.S. · WisdomTree Management Jersey Limited (“ManJer”) is a Jersey based management company providing management services to seven issuers (the “ManJer Issuers”) in respect of the ETPs issued and listed by the ManJer Issuers covering commodity, currency, cryptocurrency and leveraged-and-inverse strategies. · WisdomTree Multi Asset Management Limited (“WTMAML”) is a Jersey based management company providing management services to WisdomTree Multi Asset Issuer PLC (“WMAI”) in respect of the ETPs issued by WMAI. WMAI is a non-consolidated public limited company domiciled in Ireland. · WisdomTree Management Limited (“WML”) is an Ireland based management company providing management services to WisdomTree Issuer ICAV (“WTICAV”) in respect of the WisdomTree UCITS ETFs issued by WTICAV. WTICAV is a non-consolidated public limited company domiciled in Ireland. · WisdomTree UK Limited (“WTUK”) is a U.K. based company registered with the Financial Conduct Authority currently providing distribution and support services to ManJer, WTMAML and WML. · WisdomTree Europe Limited is a U.K. based company which is the legacy distributor of the WMAI ETPs and WisdomTree UCITS ETFs. These services are now provided directly by WTUK. WisdomTree Europe Limited is no longer regulated and does not provide any regulated services. · WisdomTree Ireland Limited (“WT Ireland”) is an Ireland based company authorized by the Central Bank of Ireland providing distribution services to ManJer, WTMAML and WML. · WisdomTree Digital Commodity Services, LLC is a New York based company that serves as the sponsor of the WisdomTree Bitcoin Fund, which is currently effective with the SEC. The WisdomTree Bitcoin Fund is an exchange-traded fund that issues common shares of beneficial interest and is listed on the Cboe BZX Exchange, Inc. The WisdomTree Bitcoin Fund provides exposure to the spot price of bitcoin. · WisdomTree Digital Management, Inc. (“WT Digital Management”) is a New York based investment adviser registered with the SEC, providing investment advisory and other management services to the WisdomTree Digital Trust (“WTDT”) and WisdomTree Digital Funds. The WisdomTree Digital Funds are issued in the U.S. by WTDT. WTDT is a non-consolidated Delaware statutory trust registered with the SEC as an open-end management investment company. Each Digital Fund uses a blockchain-integrated recordkeeping system to maintain a record of its shares on one or more blockchains (e.g., Stellar or Ethereum), but does not directly or indirectly invest in any assets that rely on blockchain technology, such as cryptocurrencies. · WisdomTree Digital Movement, Inc. (“WT Digital Movement”) is a New York based company operating as a money services business registered with the Financial Crimes Enforcement Network. WT Digital Movement has obtained 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 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. F- 11 Table of Contents · WisdomTree Transfers, Inc. is a New York based transfer agent registered with the SEC, providing transfer agency and registrar services for the Digital Funds. The transfer agent uses a blockchain-integrated recordkeeping system for the ownership of WisdomTree Digital Fund shares. · WisdomTree Digital Trust Company, LLC is a New York based limited liability trust company that has been formed to operate as a limited purpose trust company under New York Banking Law and is licensed to engage in virtual currency business activity by the New York State Department of Financial Services. · 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. 2. Significant Accounting Policies Basis of Presentation These consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and in the opinion of management reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial statements. The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. 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 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 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. F- 12 Table of Contents Foreign Currency Translation Assets and liabilities of subsidiaries whose functional currency is not the U.S. dollar are translated based on the end of period exchange rates from local currency to U.S. dollars. Results of operations are translated at the average exchange rates in effect during the period. The impact of the foreign currency translation adjustment is included in the Consolidated Statements of Comprehensive Income as a component of other comprehensive (loss)/income. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet dates and the reported amounts of revenues and expenses for the periods presented. Actual results could differ materially from those estimates. Revenue Recognition 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. 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. 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. Marketing and Advertising 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: 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. F- 13 Table of Contents Third-Party Distribution Fees The Company pays a percentage of its advisory fee revenues based on incremental growth in assets under management (“AUM”), subject to caps or minimums, to marketing agents to sell WisdomTree ETPs and for including WisdomTree ETPs on third-party customer platforms and recognizes these expenses as incurred. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be classified as cash equivalents. The Company maintains deposits with financial institutions in an amount that is in excess of federally insured limits. Restricted cash is required to be maintained in a separate account with withdrawal and usage restrictions. Accounts Receivable Accounts receivable are customer and other obligations due under normal trade terms. The Company measures credit losses, if any, by applying historical loss rates, adjusted for current conditions and reasonable and supportable forecasts to amounts outstanding using the aging method. 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 (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. Investments The Company accounts for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed in Accounting Standards Codification (“ASC”) Topic 321, Investments – Equity Securities (“ASC 321”), to the extent such investments are not subject to consolidation or the equity method. Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the investee. Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment. Investments in debt instruments are accounted for at fair value, with changes in fair value reported in other income/(expenses). Goodwill Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date. The Company tests goodwill for impairment at least annually and at the time of a triggering event requiring re-evaluation, if one were to occur. Goodwill is considered impaired when the estimated fair value of the reporting unit that was allocated the goodwill is less than its carrying value. If the estimated fair value of such reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of goodwill. A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business for which discrete financial information is available and management regularly reviews the operating results of that component. 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. F- 14 Table of Contents Intangible Assets Indefinite-lived intangible assets are tested for impairment at least annually and are also reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are impaired if their estimated fair values are less than their carrying values. Finite-lived intangible assets, if any, are amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the Company. These intangible assets are tested for impairment at the time of a triggering event, if one were to occur. Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are less than their carrying amounts. The Company may rely on a qualitative assessment when performing its intangible asset impairment test. Otherwise, the impairment evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets. The annual impairment testing date for all of the Company’s intangible assets is November 30 th . Software Development Costs Software development costs incurred after the preliminary project stage is complete are capitalized if it is probable that the project will be completed and the software will be used as intended. Capitalized costs consist of employee compensation costs and fees paid to third parties who are directly involved in the application development efforts and are included in intangible assets, net in the Consolidated Balance Sheets. Such costs are amortized over the estimated useful life of the software on a straight-line basis and are included in depreciation and amortization in the Consolidated Statements of Operations. Once the application development stage is complete, additional costs are expensed as incurred. Leases The Company accounts for its lease obligations in accordance with ASC Topic 842, Leases (“ASC 842”), which requires the recognition of both (i) a lease liability equal to the present value of the remaining lease payments and (ii) an offsetting right-of-use asset. The remaining lease payments are discounted using the rate implicit in the lease, if known, or otherwise the Company’s incremental borrowing rate. After lease commencement, right-of-use assets are assessed for impairment and otherwise are amortized over the remaining lease term on a straight-line basis. These recognition requirements are not applied to short-term leases which are those with a lease term of 12 months or less. Instead, lease payments associated with short-term leases are recognized as an expense on a straight-line basis over the lease term. ASC 842 also provides a practical expedient which allows for consideration in a contract to be accounted for as a single lease component rather than allocated between lease and non-lease components. The Company has elected to apply this practical expedient to all lease contracts, where applicable. 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. Convertible Notes Convertible notes are carried at amortized cost, net of issuance costs. The Company accounts for convertible instruments as a single liability (applicable to the convertible notes) or equity with no separate accounting for embedded conversion features unless the conversion feature meets the criteria for accounting under the substantial premium model or does not qualify for a derivative scope exception. Interest expense is recognized using the effective interest method and includes amortization of issuance costs over the life of the debt. Acquisition-related Costs The Company accounts for business combinations in accordance with ASC 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. Contingent Payments The Company recognizes a gain on contingent payments when the contingency is resolved and the gain is realized. F- 15 Table of Contents Earnings per Share Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Net income available to common stockholders represents net income of the Company reduced by an allocation of earnings to participating securities, 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. Income Taxes The Company accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not that some portion or all the deferred tax assets will not be realized. Tax positions are evaluated utilizing a two-step process. The Company first determines whether any of its tax positions are more-likely-than-not to be sustained upon examination, based solely on the technical merits of the position. Once it is determined that a position meets this recognition threshold, the position is measured as the largest amount of benefit that is greater than 50 % likely of being realized upon ultimate settlement. The Company records interest expense and penalties related to tax expenses as income tax expense. The Global Intangible Low-Taxed Income (“GILTI”) provisions of 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 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. Early adoption is permitted. The Company adopted this standard on a prospective basis for the year ended December 31, 2024. See Note 21 for additional information. F- 16 Table of Contents 3. Business Combination Summary 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. 4. Cash, Cash Equivalents and Restricted Cash 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 $ 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. F- 17 Table of Contents 5. Fair Value Measurements The fair value of financial instruments is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., “the exit price”) in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurement , establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs reflect assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the transparency of inputs as follows: Level 1 – Quoted prices for identical instruments in active markets. Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3 – Instruments whose significant drivers are unobservable. The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The tables below summarize the categorization of the Company’s assets and liabilities measured at fair value. During the 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 Assets: Recurring fair value measurements: Cash equivalents $ 161,063 $ 161,063 $ — $ — Financial instruments owned, at fair value: ETFs 81,737 81,737 — — Pass-through GSEs 6,053 — 6,053 — Other assets—seed capital (WisdomTree Digital Funds): U.S. treasuries 5,402 — 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 $ — $ — $ 8,035 Liabilities: Recurring fair value measurements: Contingent consideration $ 11,844 $ — $ — $ 11,844 _____________________________ (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. F- 18 Table of Contents December 31, 2024 Total Level 1 Level 2 Level 3 Assets: Recurring fair value measurements: Cash equivalents $ 48,336 $ 48,336 $ — $ — Financial instruments owned, at fair value: ETFs 62,907 62,907 — — Pass-through GSEs 6,898 — 6,898 — Other assets—seed capital (WisdomTree Digital Funds): U.S. treasuries 5,251 — 5,251 — Equities 8,478 8,478 — — Fixed income 1,905 1,019 886 — Other investments 687 — — 687 Total $ 134,462 $ 120,740 $ 13,035 $ 687 Non-recurring fair value measurements: Fnality International Limited—Series B-1 Preference Shares (1) $ 8,288 $ — $ — $ 8,288 _____________________________ (1) Fair value determined on June 17, 2024. Not included above are prospective changes in value due to fluctuations in the British pound to U.S. dollar exchange rate. Recurring Fair Value Measurements - Methodology Cash equivalents (Note 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: Years Ended December 31, 2025 December 31, 2024 Other Investments: Beginning balance $ 687 $ — Net unrealized gains (1) 284 13 Conversion ( 971 ) 674 Ending balance $ — $ 687 Contingent Consideration: Beginning balance $ — $ — Additions 11,134 — Remeasurement (2) 710 — Ending balance $ 11,844 — _____________________________ (1) Recorded in impairments and other gains/(losses), net in the Consolidated Statements of Operations. (2) Recorded in remeasurement of contingent consideration in the Consolidated Statements of Operations. F- 19 Table of Contents 6. Financial instruments owned These instruments consist of the following: December 31, 2025 December 31, 2024 Financial instruments owned: Trading securities $ 87,790 $ 69,805 Other assets—seed capital (WisdomTree Digital Funds) 19,327 15,634 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. 7. Investments The following table sets forth the Company’s investments: December 31, 2025 December 31, 2024 Carrying Value Cost Carrying Value Cost 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 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. 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): Inputs September 10, 2025 Expected volatility 55 % Time to exit (in years) 5.00 Probability of regulatory approval or qualified financing before time to exit 100 % F- 20 Table of Contents There was no impairment recognized on this investment during the years ended December 31, 2025 and 2024 based upon a qualitative assessment. Quorus Inc. 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. This investment is accounted for under the measurement alternative prescribed in ASC 321, as it does not have a readily determinable fair value and is otherwise not subject to the equity method of accounting. The investment is assessed for impairment and similar observable transactions on a quarterly basis. There was no impairment recognized on this investment during the 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. This investment is accounted for under the measurement alternative prescribed in ASC 321, as it does not have a readily determinable fair value and is otherwise not subject to the equity method of accounting. The investment is assessed for impairment and similar observable transactions on a quarterly basis. During the 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 31, 2023. During the year ended December 31, 2024, the Company received additional proceeds of $ 465 . 8. Fixed Assets, net The following table summarizes fixed assets: December 31, 2025 2024 Equipment $ 1,714 $ 1,069 Less: accumulated depreciation ( 1,283 ) ( 733 ) Total $ 431 $ 336 9. 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”). 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. F- 21 Table of Contents 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, 2025, 2024 and 2023, the Company recognized the following in respect of deferred consideration: Years Ended December 31, 2025 2024 2023 Contractual gold payments $ — $ — $ 6,069 Contractual gold payments — gold ounces paid — — 3,167 Gain on revaluation/termination of deferred consideration — gold payments (1) $ — $ — $ 61,953 _____________________________ (1) Gains on revaluation/termination of deferred consideration—gold payments resulted from a decrease in spot gold prices, a decrease in the forward-looking price of gold, a decrease in the perpetual growth rate and an increase in the discount rate used to compute the present value of the annual payment obligations. 10. Convertible Notes 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”); · $ 345,000 in aggregate principal amount of 3.25 % Convertible Senior Notes due 2029 (the “2029 Notes”); and · $ 475,000 in aggregate principal amount of 4.625 % Convertible Senior Notes due 2030 (the “2030 Notes”). Each class of notes was issued pursuant to indentures dated as of the issuance dates between the Company and U.S. Bank Trust Company, National Association, as trustee (either initially or as successor to U.S. Bank National Association, the “Trustee”), in private offerings to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In connection with the issuance of the 2030 Notes, the Company repurchased $ 24,030 in aggregate principal amount of 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: 2026 Notes 2029 Notes 2030 Notes Principal outstanding $ 150,000 $ 345,000 $ 475,000 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 Interest rate 3.25 % 3.25 % 4.625 % Initial conversion price $ 11.04 $ 11.82 $ 19.15 Initial conversion rate 90.5797 84.5934 52.2071 Redemption price $ 14.35 $ 15.37 $ 24.90 · Interest rate: 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. F- 22 Table of Contents · Conversion: 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, 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. · Redemption price: 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. · 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 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, 2025 and December 31, 2024: December 31, 2025 December 31, 2024 2026 Notes 2029 Notes 2030 Notes Total 2026 Notes 2028 Notes 2029 Notes Total Principal amount $ 150,000 $ 345,000 $ 475,000 $ 970,000 $ 150,000 $ 25,845 $ 345,000 $ 520,845 Less: Unamortized issuance costs ( 396 ) ( 5,566 ) ( 10,231 ) ( 16,193 ) ( 1,263 ) ( 466 ) ( 7,083 ) ( 8,812 ) Carrying amount $ 149,604 $ 339,434 $ 464,769 $ 953,807 $ 148,737 $ 25,379 $ 337,917 $ 512,033 Effective interest rate (1) 3.83 % 3.70 % 5.10 % 4.40 % 3.83 % 6.25 % 3.70 % 3.86 % _____________________________ (1) Includes amortization of the issuance costs and premium. F- 23 Table of Contents 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. 11. 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; and · 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: Inputs December 31, 2025 October 1, 2025 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. 12. 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. The implied price per share was $ 6.02 when considering the interest-free financing element of the transaction. The investor rights agreement that the Company and GBH entered into in May 2023 in connection with the issuance of the Series C Preferred Stock, which provided GBH with certain rights and obligations with respect to the shares, including registration rights, was terminated in this transaction. F- 24 Table of Contents Under U.S. 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. 13. Leases The Company has entered into operating leases for its office facilities (including its corporate headquarters) and equipment. The Company has no finance leases. The following table provides additional information regarding the Company’s leases: Years Ended December 31, 2025 2024 Lease cost: Operating lease cost $ 1,527 $ 1,304 Short-term lease cost 179 258 Total lease cost $ 1,706 $ 1,562 Other information: Cash paid for amounts included in the measurement of operating liabilities (operating leases) $ 1,509 $ 1,320 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, 2025 with respect to the Company’s operating lease liabilities: 2026 $ 1,850 2027 996 2028 470 Total future minimum lease payments (undiscounted) $ 3,316 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 Lease liability — short term $ 1,614 Lease liability — long term 1,166 Subtotal 2,780 Difference between undiscounted and discounted cash flows 536 Total future minimum lease payments (undiscounted) $ 3,316 14. Contingencies The Company may be subject to reviews, inspections and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business. Closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP Between December 2020 and December 2024, WMAI, WTMAML, WTUK and/or WT Ireland were served with eight separate writs of summons to appear before the Courts of Milan, Udine or Turin, Italy by investors seeking damages resulting from the closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP (“3OIL”) in March 2020. The product was dependent on the receipt of payments from a swap provider to satisfy payment obligations to the investors. Due to an extreme adverse move in oil futures relative to the oil futures’ closing price, the swap contract underlying 3OIL was terminated by the swap provider, which resulted in the compulsory redemption of 3OIL, all in accordance with the prospectus. F- 25 Table of Contents 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. An accrual has not been made with respect to these matters at December 31, 2025 and December 31, 2024. 15. Variable Interest Entities VIEs are entities with any of the following characteristics: (i) the entity does not have enough equity to finance its activities without additional financial support; (ii) the equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive voting rights. Consolidation of a VIE is required for the party deemed to be the primary beneficiary, if any. The primary beneficiary is the party who has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. The Company is not the primary beneficiary of any entities in which it has a variable interest as it does not have the power to direct the activities that most significantly impact the entities’ economic performance. Such power is conveyed through the entities’ boards of directors and the Company does not have control over the boards. The following table presents information about the Company’s variable interests in non-consolidated VIEs: December 31, 2025 December 31, 2024 Carrying Amount — Assets: Fnality International Limited $ 22,575 $ 8,235 Other investments — 687 Total $ 22,575 $ 8,922 Maximum exposure to loss $ 22,575 $ 8,922 16. 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. 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. 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. F- 26 Table of Contents 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 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 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 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: 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 17. Related Party Transactions 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. F- 27 Table of Contents 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: December 31, 2025 2024 Receivable from WTT $ 26,410 $ 24,672 Receivable from ManJer Issuers 7,905 5,155 Receivable from WMAI and WTICAV 9,104 5,132 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, 2025 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 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. See Note 9 for additional information. F- 28 Table of Contents 18. 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. Stock options: Generally issued for terms of ten years and may vest after at least one year of service and have an exercise price equal to the Company’s stock price on the grant date. The Company estimates the fair value of stock options (when granted) using the Black-Scholes option pricing model. RSAs/RSUs: Awards are valued based on the Company’s stock price on grant date and generally vest ratably, on an annual basis, over three years. For non-employee directors, such awards generally vest on the one-year anniversary of the grant date. Deferred RSUs: Awards are valued based on the Company’s stock price on grant date and generally vest on the one -year anniversary of the grant date. The awards are issued pursuant to the Company’s Non-Employee Director Deferred Compensation Program and are settled based on timing elected by the recipient in advance. PRSUs: These awards cliff vest three years from the grant date and contain a market condition whereby the number of PRSUs ultimately vesting is tied to how the Company’s total shareholder return (“TSR”) compares to a peer group of other publicly traded asset managers over the three-year period. A Monte Carlo simulation is used to value these awards. The number of PRSUs vesting ranges from 0% to 200% of the target number of PRSUs granted, as follows: ● If the relative TSR is below the 25 th percentile, then 0% of the target number of PRSUs granted will vest; ● If the relative TSR is at the 25 th percentile, then 50% of the target number of PRSUs granted will vest; ● If the relative TSR is above the 25 th percentile, then linear scaling is applied such that the percent of the target number of PRSUs vesting is 100% at the 50 th percentile and capped at 200% of the target number of PRSUs granted for performance at the 85 th percentile; and ● If the Company’s TSR is negative, the target number of PRSUs vesting is capped at 100% regardless of the relative TSR percentile. 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 Unrecognized Stock- Based Compensation Weighted-Average Remaining Vesting Period (Years) Employees and directors $ 22,384 1.02 F- 29 Table of Contents RSAs, RSUs and PRSUs 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 Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value 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 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 — — 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 _____________________________ (1) Represents the target number of PRSUs granted and outstanding. The number of PRSUs that ultimately vest ranges from 0 % to 200 % of this amount. During the years ended December 31, 2025, 2024 and 2023, 200 %, 200 % and 77 %, respectively, of the target number of PRSUs previously granted and vesting in such years ultimately vested, inclusive of shares attributable the reinvestment of dividend equivalents during the period between grant date and vesting date. (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; (ii) valuation date stock prices; (iii) correlation coefficients based upon the price data used to calculate the historical volatilities; and (iv) the following additional assumptions: Granted in 2025 Granted in 2024 Granted in 2023 Historical stock price volatility (low) 24 % 28 % 37 % Historical stock price volatility (high) 37 % 38 % 56 % Historical stock price volatility (average) 31 % 34 % 47 % Risk free interest rate 4.28 % 4.08 % 3.80 % Expected dividend yield 0.00 % 0.00 % 0.00 % (3) Includes 99,602 deferred RSUs that have vested. 19. 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: Years Ended December 31, 2025 2024 2023 $ 1,674 $ 1,610 $ 1,450 F- 30 Table of Contents 20. Earnings Per Share 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 Less: Excise taxes on stock repurchases ( 717 ) ( 1,868 ) — Less: Loss on repurchase of Series A Preferred Stock — ( 11,375 ) — Less: Income distributed to participating securities — ( 1,406 ) ( 2,770 ) Less: Undistributed income allocable to participating securities ( 27 ) ( 2,183 ) ( 12,680 ) Add: Gain on repurchase of Series C Preferred Stock — — 7,966 Net income available to common stockholders—Basic EPS $ 108,389 $ 49,861 $ 95,062 Weighted average common shares (in thousands) 140,376 144,630 144,707 Basic earnings per share $ 0.77 $ 0.34 $ 0.66 Years Ended December 31, Diluted Earnings per Share 2025 2024 2023 Net income available to common stockholders $ 108,389 $ 49,861 $ 95,062 Add back: Undistributed income allocable to participating securities 27 2,183 12,680 Less: Reallocation of undistributed income allocable to participating securities considered potentially dilutive ( 26 ) ( 2,120 ) ( 12,449 ) Net income available to common stockholders—Diluted EPS $ 108,390 $ 49,924 $ 95,293 Weighted Average Diluted Shares (in thousands): Weighted average common shares 140,376 144,630 144,707 Dilutive effect of common stock equivalents, excluding participating securities 4,515 4,623 3,120 Weighted average diluted shares, excluding participating securities (in thousands) 144,891 149,253 147,827 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. 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. F- 31 Table of Contents 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, Reconciliation of Weighted Average Diluted Shares (in thousands) 2025 2024 2023 Weighted average diluted shares as disclosed on the Consolidated Statements of Operations 144,939 158,844 170,413 Less: Participating securities: 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) — — ( 6,992 ) Potentially dilutive restricted stock awards ( 48 ) ( 523 ) ( 844 ) Weighted average diluted shares used to calculate diluted earnings/(loss) per share as disclosed in the table above 144,891 149,253 147,827 21. Income Taxes Income before Income Tax Expense – Domestic and Foreign The U.S. 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, 2025 2024 2023 U.S. $ 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 Current: 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 Deferred: Federal $ 538 $ ( 581 ) $ ( 494 ) State and local 111 ( 120 ) ( 102 ) Foreign 332 303 115 981 ( 398 ) ( 481 ) Income tax expense $ 33,085 $ 28,709 $ 16,462 F- 32 Table of Contents 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: Year Ended December 31, 2025 Year Ended December 31, 2024 Amount Percent Amount Percent U.S. federal statutory income tax $ 29,866 21.0 % $ 20,034 21.0 % State and local income taxes, net of federal benefit (1) 1,664 1.2 % 909 1.0 % Foreign tax effects: Jersey, Channel Islands: Statutory tax rate difference ( 4,658 ) ( 3.3 % ) ( 3,456 ) ( 3.6 % ) United Kingdom: Statutory tax rate difference 2,545 1.8 % 1,822 1.9 % Other ( 253 ) ( 0.2 % ) ( 96 ) ( 0.1 % ) Ireland: 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 % Non-taxable or non-deductible items Loss on debt extinguishment 3,035 2.1 % 6,219 6.5 % 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 — — % 972 1.0 % Other adjustments 954 0.6 % 755 0.8 % Income tax expense $ 33,085 23.3 % $ 28,709 30.1 % _____________________________ (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 year ended December 31, 2023: U.S. federal statutory income tax $ 24,992 Gain on revaluation/termination of deferred consideration ( 13,007 ) Non-deductible loss on extinguishment of convertible notes 2,263 Foreign operations ( 1,868 ) Non-deductible executive compensation 1,833 Decrease in unrecognized tax benefits, net ( 1,386 ) Change in valuation allowance – Capital losses 1,340 Expiration of capital losses 796 Stock-based compensation tax shortfalls 373 Change in tax-related indemnification assets, net 291 Change in foreign net operating losses (“NOLs”) 174 State income tax rate, net of federal benefit 153 Other differences, net 508 Income tax expense $ 16,462 F- 33 Table of Contents 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 years ended December 31, 2025 and 2024: Year Ended December 31, 2025 Year Ended December 31, 2024 United States - Federal $ 8,956 $ 16,139 United States - State and local 3,703 4,005 United Kingdom 17,021 11,485 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 $ 16,156 Deferred Tax Assets A summary of the components of the Company’s deferred tax assets at December 31, 2025 and 2024 is as follows: 2025 2024 Deferred tax assets: Capital losses $ 6,689 $ 21,984 Accrued expenses 6,584 6,465 Stock-based compensation 3,210 2,843 Acquisition costs 970 — NOLs—Foreign 745 1,024 Operating lease liabilities 631 95 Goodwill and intangible assets — 705 Foreign currency translation adjustment — 427 Software capitalization — 199 Other 289 331 Deferred tax assets 19,118 34,073 Deferred tax liabilities: Software capitalization 912 — Right of use assets—operating leases 627 95 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 Total deferred tax assets less deferred tax liabilities 15,998 33,564 Less: Valuation allowance ( 6,195 ) ( 21,908 ) Deferred tax assets, net $ 9,803 $ 11,656 F- 34 Table of Contents 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. 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. 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. 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, 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. 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 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 $ 65 and $ 92 at December 31, 2025 and 2024, respectively. U.S. Tax Reform On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted, extending or modifying several provisions of the Tax Cuts and Jobs Act of 2017. The OBBBA left corporate income tax rates unchanged, but reinstated immediate expensing of domestic research and development expenditures, revised Section 163(j) interest limitations, expanded Section 162(m) aggregation rules, updated GILTI provisions and restored 100 % bonus depreciation, among other changes. While the OBBBA accelerated certain previously deferred tax deductions, it did not otherwise have a material impact on the Company’s financial statements. 22. Shares Repurchased 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). F- 35 Table of Contents 23. Goodwill and Intangible Assets Goodwill The table below sets forth goodwill which is tested annually for impairment on November 30 th : Total Balance at January 1, 2025 $ 86,841 Add: 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 $ 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. tax purposes. Intangible Assets The table below sets forth the Company’s intangible assets which are tested annually for impairment on November 30 th : Balance at December 31, 2025 Item Gross Asset Accumulated Amortization Net Asset ETFS Acquisition $ 601,247 $ — $ 601,247 Ceres intangible assets 143,500 ( 1,435 ) 142,065 Software development 9,823 ( 4,178 ) 5,645 Balance at December 31, 2025 $ 754,570 $ ( 5,613 ) $ 748,957 Balance at December 31, 2024 Item Gross Asset Accumulated Amortization Net Asset ETFS Acquisition $ 601,247 $ — $ 601,247 Software development 6,855 ( 2,206 ) 4,649 Balance at December 31, 2024 $ 608,102 $ ( 2,206 ) $ 605,896 ETFS Acquisition (Indefinite-Lived) In connection with the ETFS Acquisition, which was completed on April 11, 2018 , the Company identified intangible assets valued at $ 601,247 related to the right to manage AUM through customary advisory agreements. These intangible assets were determined to have indefinite useful lives and are not deductible for tax purposes. 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. F- 36 Table of Contents 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: 2026 $ 5,470 2027 5,470 2028 5,470 2029 5,470 2030 5,470 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, 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: 2026 $ 2,612 2027 1,807 2028 1,155 2029 71 Total expected amortization expense $ 5,645 The weighted-average remaining useful life of the finite-lived intangible assets is 2.4 years. 24. Impairments The following table summarizes impairments recognized by the Company: Years Ended December 31, 2025 2024 2023 Securrency (Note 7) $ — $ — $ 7,630 Other investments (Note 7) — — 312 Total $ — $ — $ 7,942 25. Segment Information The Company, through its subsidiaries in the U.S. 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. F- 37 Table of Contents 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 Less: Legal expenses covered by insurance — ( 4,306 ) — Operating revenues, as adjusted $ 493,753 $ 423,431 $ 349,035 Operating income $ 174,195 $ 137,293 $ 87,492 Add back: Acquisition-related costs 4,693 — — Add back: Ceres intangible amortization 1,435 — — Add back: Expenses incurred in response to an activist campaign — 4,966 5,880 Adjusted operating income $ 180,323 $ 142,259 $ 93,372 Operating income margin 35.3 % 32.1 % 25.1 % Adjusted operating income margin 36.5 % 33.6 % 26.8 % 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. 26. Subsequent Events The Company evaluated subsequent events through the date of issuance of the consolidated financial statements. There were no events requiring disclosure. F- 38 Table of Contents EXHIBIT INDEX Exhibit Number Description 2.1 *+ 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) 3.1 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) 3.2 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) 3.3 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) 3.4 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) 3.5 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) 3.6 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) 3.7 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) 4.1 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form 10 filed with the SEC on March 31, 2011) 4.2 Amended and Restated Stockholders Agreement among the Registrant and certain investors dated December 21, 2006 (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form 10 filed with the SEC on March 31, 2011) 4.3 Securities Purchase Agreement among the Registrant and certain investors dated December 21, 2006 (incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form 10 filed with the SEC on March 31, 2011) 4.4 Securities Purchase Agreement among the Registrant and certain investors dated October 15, 2009 (incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form 10 filed with the SEC on March 31, 2011) 4.5 Third Amended and Restated Registration Rights Agreement dated October 15, 2009 (incorporated by reference to Exhibit 4.5 of the Registrant’s Registration Statement on Form 10 filed with the SEC on March 31, 2011) 4.6 Indenture, dated as of June 14, 2021, 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 June 14, 2021) 4.7 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) 4.8 Indenture, dated as of August 13, 2024, 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 13, 2024) 4.9 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) 4.10 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) 4.11 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) 10.1 Representative Form of Advisory Agreement between WisdomTree Asset Management, Inc. and WisdomTree Trust (incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form 10 filed with the SEC on March 31, 2011) Table of Contents Exhibit Number Description 10.2 Form of Proprietary Rights and Confidentiality Agreement (incorporated by reference to Exhibit 10.34 of the Registrant’s Registration Statement on Form 10 filed with the SEC on March 31, 2011) 10.3 Form of Indemnification Agreement for Officers and Directors (incorporated by reference to Exhibit 10.35 of the Registrant’s Amendment to Registration Statement on Form 10 filed with the SEC on May 26, 2011) 10.4 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) 10.5 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) 10.6(a) Appendix A to Employment Agreement between the Registrant and Jonathan Steinberg, dated December 22, 2016 (incorporated by reference to Exhibit 10.1(A) of the Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2016) 10.6(b) Appendix A to Employment Agreement between the Registrant and Peter M. Ziemba, dated December 22, 2016 (incorporated by reference to Exhibit 10.1(E) of the Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2016) 10.7 Form of Amendment, dated May 5, 2017, to Form of Employment Agreement for Executive Officers, dated December 22, 2016 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 8, 2017) 10.8 Employment Agreement between the Registrant and R. Jarrett Lilien, dated November 27, 2017 (incorporated by reference to Exhibit 10.19 of the Registrant’s Annual Report on Form 10-K filed with the SEC on March 1, 2018) 10.9 Employment Agreement between the Registrant and Marci Frankenthaler, dated November 5, 2020 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 6, 2020) 10.10 Form of Amendment, dated April 21, 2023, to Employment Agreements between the Registrant and each of Jonathan Steinberg, Peter M. Ziemba, R. 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) 10.11 Employment Agreement between the Registrant and Alexis Marinof, dated June 8, 2017 (incorporated by reference to Exhibit 10.21 of Amendment No. 1 to the Registrant’s Annual Report on Form 10-K on Form 10-K/A filed with the SEC on April 30, 2021) 10.12 Amendment to Employment Agreement between the Registrant and Alexis Marinof, dated July 20, 2017 (incorporated by reference to Exhibit 10.22 of Amendment No. 1 to the Registrant’s Annual Report on Form 10-K on Form 10-K/A filed with the SEC on April 30, 2021) 10.13 Amendment to Employment Agreement between the Registrant and Alexis Marinof, dated April 21, 2023 (incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 9, 2023) 10.14 WisdomTree Investments, Inc. 2022 Equity Plan (incorporated by reference to Exhibit 99.1 of the Registrant’s Registration Statement on Form S-8 filed with the SEC on July 25, 2022) 10.15 Form of Restricted Stock Agreement for Non-Employee Directors (2022 Equity Plan) (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2022) 10.16 Form of Restricted Stock Unit Award Agreement (Deferred) for Non-Employee Directors (2022 Equity Plan) (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 4, 2022) 10.17 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) 10.18 Form of Performance-Based Restricted Stock Unit Award Agreement for U.S. Executive Officers applicable to grants after January 1, 2023 (2022 Equity Plan) (incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2023) 10.19 Form of Performance-Based Restricted Stock Unit Award Agreement for U.K. Executive Officers applicable to grants after January 1, 2023 (2022 Equity Plan) (incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 28, 2023) 10.20 WisdomTree, Inc. Executive Severance Plan (incorporated by reference to Exhibit 10.3 of the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2023) Table of Contents Exhibit Number Description 10.21 Form of Employee Confidentiality, Assignment and Restrictive Covenant Agreement executed by participants of the WisdomTree, Inc. 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) 10.22 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) 19.1 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) 21.1 (1) Subsidiaries of the Registrant 23.1 (1) Consent of Ernst & Young LLP, independent registered public accounting firm 31.1 (1) Rule 13a-14(a) / 15d-14(a) Certification 31.2 (1) Rule 13a-14(a) / 15d-14(a) Certification 31.3 (1) Rule 13a-14(a) / 15d-14(a) Certification 32.1 (2) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 Amended and Restated Compensation Clawback Policy (incorporated by reference to Exhibit 97 of the Registrant’s Annual Report on Form 10-K filed with the SEC on February 23, 2024) 101 Financial Statements from the Annual Report on Form 10-K of the Company are attached to this report, formatted in XBRL pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets at December 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Operations for the years ended December 31, 2025, December 31, 2024 and December 31, 2023; (iii) Consolidated Statements of Comprehensive Income/(Loss) for the years ended December 31, 2025, December 31, 2024 and December 31, 2023; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, December 31, 2024 and December 31, 2023; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2024, December 31, 2024 and December 31, 2023 and (vi) Notes to the Consolidated Financial Statements. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 (1) Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) ______________________________________________________ * 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. (2) Furnished herewith. Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WISDOMTREE, INC. By: /s/ Jonathan Steinberg Jonathan Steinberg February 25, 2026 Chief Executive Officer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below on the 25 th day of February, 2026. Signature Title /s/ Jonathan Steinberg Chief Executive Officer and Director Jonathan Steinberg (Principal Executive Officer) /s/ Bryan Edmiston Chief Financial Officer Bryan Edmiston (Principal Financial Officer) /s/ Petranka Badova Radev Chief Accounting Officer Petranka Badova Radev (Principal Accounting Officer) /s/ Smita Conjeevaram Non-Executive Chair of the Board Smita Conjeevaram /s/ Lynn S. Blake Director Lynn S. Blake /s/ Anthony Bossone Director Anthony Bossone /s/ Rilla Delorier Director Rilla Delorier /s/ Daniela Mielke Director Daniela Mielke /s/ Shamla Naidoo Director Shamla Naidoo /s/ Win Neuger Director Win Neuger /s/ Tonia Pankopf Director Tonia Pankopf