WisdomTree, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS WisdomTree, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands, Except Per Share Amounts) March 31, 2026 December 31, 2025 Assets (unaudited) Current assets: Cash, cash equivalents and restricted cash (including $ 221,452 and $ 145,242 invested in the WisdomTree Treasury Money Market Digital Fund at March 31, 2026 and December 31, 2025) (Note 4 ) $ 625,505 $ 311,732 Financial instruments owned, at fair value (including $ 56,878 and $ 99,480 invested in WisdomTree products at March 31, 2026 and December 31, 2025, respectively) (Note 6 ) 65,237 107,117 Accounts receivable (including $ 55,633 and $ 55,432 due from related parties at March 31, 2026 and December 31, 2025, respectively) 66,112 64,452 Income taxes receivable 1,262 — Prepaid expenses 8,649 7,338 Other current assets 1,320 1,723 Total current assets 768,085 492,362 Fixed assets, net 401 431 Deferred tax assets, net (Note 19 ) 6,689 9,803 Investments (Note 7 ) 28,623 29,075 Right of use assets—operating leases (Note 12 ) 2,326 2,764 Goodwill (Note 21 ) 228,624 228,624 Intangible assets, net (Note 21 ) 747,954 748,957 Other noncurrent assets 1,126 925 Total assets $ 1,783,828 $ 1,512,941 Liabilities and stockholders’ equity Liabilities Current liabilities: Convertible notes—current $ 74,910 $ 149,604 Fund management and administration payable 34,465 29,448 Compensation and benefits payable 19,132 52,435 Payable to Gold Bullion Holdings (Jersey) Limited (“GBH”) (Note 11) 14,176 13,940 Income taxes payable — 2,295 Operating lease liabilities (Note 12) 1,498 1,614 Accounts payable and other liabilities 23,948 32,720 Total current liabilities 168,129 282,056 Convertible notes—long term (Note 9) 1,125,434 804,203 Contingent consideration 14,406 11,844 Operating lease liabilities (Note 12) 841 1,166 Total liabilities 1,308,810 1,099,269 Contingencies (Note 13) Stockholders’ equity Preferred stock, par value $ 0.01 ; 2,000 shares authorized — — Common stock, par value $ 0.01 ; 400,000 shares authorized; issued and outstanding: 152,439 and 140,713 at March 31, 2026 and December 31, 2025, respectively 1,524 1,407 Additional paid-in capital 279,000 189,244 Accumulated other comprehensive income 1,069 2,227 Retained earnings 193,425 220,794 Total stockholders’ equity 475,018 413,672 Total liabilities and stockholders’ equity $ 1,783,828 $ 1,512,941 The accompanying notes are an integral part of these consolidated financial statements. 4 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Statements of Operations (In Thousands, Except Per Share Amounts) (Unaudited) Three Months Ended March 31, 2026 2025 Operating Revenues: Advisory fees $ 134,880 $ 99,549 Management fees 5,231 — Performance fees 2,955 — Other revenues 16,404 8,533 Total revenues 159,470 108,082 Operating Expenses: Compensation and benefits 47,517 33,788 Fund management and administration 24,880 20,714 Marketing and advertising 5,392 4,813 Sales and business development 4,197 4,137 Professional fees 3,308 2,782 Occupancy, communications and equipment 1,935 1,482 Depreciation and amortization 2,096 540 Third-party distribution fees 5,795 3,112 Acquisition-related costs 1,933 — Other 3,067 2,552 Total operating expenses 100,120 73,920 Operating income 59,350 34,162 Other Income/(Expenses): Interest expense ( 11,023 ) ( 5,441 ) Interest income 2,592 1,897 Loss on extinguishment of convertible notes (Note 9 ) ( 62,302 ) — Remeasurement of contingent consideration (Note 10 ) ( 2,562 ) — Other losses, net ( 637 ) ( 250 ) (Loss)/income before income taxes ( 14,582 ) 30,368 Income tax expense 8,549 5,739 Net (loss)/income $ ( 23,131 ) $ 24,629 (Loss)/earnings per share—basic $ ( 0.17 ) $ 0.17 (Loss)/earnings per share—diluted $ ( 0.17 ) $ 0.17 Weighted-average common shares—basic 138,005 142,580 Weighted-average common shares—diluted 138,005 146,545 Cash dividends declared per common share $ 0.03 $ 0.03 The accompanying notes are an integral part of these consolidated financial statements. 5 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Statements of Comprehensive (Loss)/Income (In Thousands) (Unaudited) Three Months Ended March 31, 2026 2025 Net (loss)/income $ ( 23,131 ) $ 24,629 Other comprehensive (loss)/income Foreign currency translation adjustment, net of income taxes ( 1,158 ) 1,906 Other comprehensive (loss)/income ( 1,158 ) 1,906 Comprehensive (loss)/income $ ( 24,289 ) $ 26,535 The accompanying notes are an integral partof these consolidated financial statements. 6 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Statements of Changes in Stockholders’ Equity (In Thousands) (Unaudited) Three Months Ended March 31, 2026 Common Stock Additional Accumulated Other Shares Issued Par Value Paid-In Capital Comprehensive Income/(Loss) Retained Earnings Total Balance—January 1, 2026 140,713 $ 1,407 $ 189,244 $ 2,227 $ 220,794 $ 413,672 Restricted stock issued and vesting of restricted stock units, net 2,247 22 ( 22 ) — — — Repurchase of convertible notes maturing in 2029, net of income taxes (Note 9) — — ( 41,985 ) — — ( 41,985 ) Shares issued in connection with the repurchase of convertible notes maturing in 2026 and 2029 (Note 9 ) 11,000 110 148,280 — — 148,390 Shares repurchased ( 1,521 ) ( 15 ) ( 24,948 ) — — ( 24,963 ) Stock-based compensation — — 8,431 — — 8,431 Other comprehensive loss — — — ( 1,158 ) — ( 1,158 ) Dividends — — — — ( 4,238 ) ( 4,238 ) Net loss — — — — ( 23,131 ) ( 23,131 ) Balance—March 31, 2026 152,439 $ 1,524 $ 279,000 $ 1,069 $ 193,425 $ 475,018 Three Months Ended March 31, 2025 Common Stock Additional Accumulated Other Shares Issued Par Value Paid-In Capital Comprehensive (Loss)/Income Retained Earnings Total Balance—January 1, 2025 146,102 $ 1,461 $ 270,303 $ ( 1,607 ) $ 129,823 $ 399,980 Restricted stock issued and vesting of restricted stock units, net 2,214 22 ( 22 ) — — — Shares repurchased ( 1,282 ) ( 13 ) ( 12,701 ) — — ( 12,714 ) Stock-based compensation — — 6,238 — — 6,238 Other comprehensive income — — — 1,906 — 1,906 Dividends — — — — ( 4,408 ) ( 4,408 ) Net income — — — — 24,629 24,629 Balance—March 31, 2025 147,034 $ 1,470 $ 263,818 $ 299 $ 150,044 $ 415,631 The accompanying notes are an integral part of these consolidated financial statements. 7 Table of Contents WisdomTree, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In Thousands) (Unaudited) Three Months Ended March 31, 2026 2025 Cash flows from operating activities: Net (loss)/income $ ( 23,131 ) $ 24,629 Adjustments to reconcile net (loss)/income to net cash provided by operating activities: Loss on extinguishment of convertible notes 62,302 — Advisory and license fees paid in gold, other precious metals and cryptocurrency ( 25,348 ) ( 15,373 ) Stock-based compensation 8,431 6,238 Deferred income taxes 3,395 5,835 Increase in fair value of contingent consideration 2,562 — Depreciation and amortization 2,096 540 Amortization of issuance costs—convertible notes 1,154 624 Losses on financial instruments owned, at fair value 882 440 Amortization of right of use asset 456 326 Losses/(gains) on investments 452 ( 316 ) Imputed interest on payable to GBH 235 455 Changes in operating assets and liabilities: Accounts receivable ( 1,410 ) ( 394 ) Income taxes receivable/payable ( 2,572 ) ( 4,092 ) Prepaid expenses ( 1,360 ) ( 1,522 ) Gold and other precious metals 24,825 14,738 Other assets 168 ( 295 ) Fund management and administration payable 5,224 3,150 Compensation and benefits payable ( 33,182 ) ( 28,056 ) Operating lease liabilities ( 459 ) ( 325 ) Accounts payable and other liabilities ( 6,763 ) ( 232 ) Net cash provided by operating activities 17,957 6,370 Cash flows from investing activities: Purchase of financial instruments owned, at fair value ( 6,003 ) — Cash paid—software development ( 980 ) ( 577 ) Purchase of fixed assets ( 28 ) ( 31 ) Proceeds from the sale of financial instruments owned, at fair value 45,650 388 Proceeds from held-to-maturity securities maturing or called prior to maturity — 6 Net cash provided by/(used in) investing activities 38,639 ( 214 ) Cash flows from financing activities: Repurchase of convertible notes ( 302,675 ) — Common stock repurchased ( 24,963 ) ( 12,714 ) Dividends paid ( 4,744 ) ( 4,626 ) Issuance costs—convertible notes ( 12,593 ) — Proceeds from the issuance of convertible notes 603,750 — Excise taxes paid on common stock repurchased — ( 1,868 ) Net cash provided by/(used in) financing activities 258,775 ( 19,208 ) (Decrease)/increase in cash flow due to changes in foreign exchange rate ( 1,598 ) 2,234 Net increase/(decrease) in cash, cash equivalents and restricted cash 313,773 ( 10,818 ) Cash, cash equivalents and restricted cash—beginning of year 311,732 181,191 Cash, cash equivalents and restricted cash—end of period $ 625,505 $ 170,373 Supplemental disclosure of cash flow information: Cash paid for income taxes $ 7,659 $ 4,042 Cash paid for interest $ 18,448 $ 6,412 NON-CASH ACTIVITIES On March 30, 2026, the Company issued 11,000 shares of common stock (together with cash consideration of $ 302,675 ) in connection with the repurchase of $ 75,000 in aggregate principal amount of 3.25 % convertible senior notes due 2026 (the “2026 Notes”) and $ 275,000 in aggregate principal amount of 3.25 % convertible senior notes due 2029 (the “2029 Notes”). The accompanying notes are an integral part of these consolidated financial statements. 8 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. 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. 9 Table of Contents · 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. · 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. 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. The Company conducts business as a single operating segment as an ETP sponsor and asset manager, which is based upon the Company’s current organizational and management structure, as well as information used by the Company’s Chief Executive Officer (the chief operating decision maker, or CODM) to allocate resources and other factors. Foreign Currency Translation Assets and liabilities of subsidiaries whose functional currency is not the U.S. 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. 10 Table of Contents 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. 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 21 ) 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. 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, as well as certain digital assets that are readily convertible into known amounts of cash and subject to insignificant risk of changes in value (including USD Coin (“USDC ”) and WisdomTree Dollar Token (“USDW”), 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. 11 Table of Contents 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. 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 . 12 Table of Contents 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. 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. 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, 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 Preferred Stock and the convertible notes, if any. Potential common shares associated with the Series A Preferred Stock, the Series C 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. 13 Table of Contents 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. On November 26, 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments which clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. Transactions within the scope of this guidance require the fair value of consideration transferred in excess of the carrying amount of the converted debt to be recognized as an expense in the period of conversion, with the remaining consideration recognized as a reduction to equity. The guidance is effective for annual reporting periods beginning after December 15, 2025 (and interim reporting periods within those annual reporting periods). The Company adopted this guidance during the current quarter, and the impact of the adoption has been reflected in the financial statements and related disclosures. 3. Business Combination Summary 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. 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. 14 Table of Contents 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 $ 625,505 and $ 311,732 at March 31, 2026 and December 31, 2025, respectively, $ 585,487 and $ 294,158 were held at three financial institutions. At March 31, 2026 and December 31, 2025, cash equivalents were approximately $ 258,450 and $ 161,063 , 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 $ 40,027 and $ 38,861 at March 31, 2026 and December 31, 2025, respectively. Of these amounts, $ 11,621 and $ 11,700 , at March 31, 2026 and December 31, 2025, respectively, was restricted cash, which is required to be maintained in a separate account with withdrawal and usage restrictions in compliance with regulatory obligations. 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. 15 Table of Contents 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 three months ended March 31, 2026 and 2025, there were no transfers between Levels 2 and 3. March 31, 2026 Total Level 1 Level 2 Level 3 Assets: Recurring fair value measurements: Cash equivalents $ 258,450 $ 258,450 $ — $ — Financial instruments owned, at fair value: ETFs 42,207 42,207 — — Pass-through GSEs 5,837 — 5,837 — Other assets—seed capital (WisdomTree Digital Funds): U.S. treasuries 4,733 — 4,733 — Equities 10,078 10,078 — — Fixed income 2,382 1,016 1,366 — Total $ 323,687 $ 311,751 $ 11,936 $ — Liabilities: Recurring fair value measurements: Contingent consideration $ 14,406 $ — $ — $ 14,406 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. 16 Table of Contents 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, certain digital assets that are readily convertible into known amounts of cash and subject to insignificant risk of changes in value (including USDC and USDW), 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 10 ) – 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 compound annual growth rate (“CAGR”), revenue volatility and revenue 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: Three Months Ended March 31, 2026 March 31, 2025 Other Investments: Beginning balance $ — $ 687 Net unrealized gains (1) — 68 Ending balance $ — $ 755 Contingent Consideration: Beginning balance $ 11,844 $ — Remeasurement (2) 2,562 — Ending balance $ 14,406 — _____________________________ (1) Recorded in impairments and other losses, net in the Consolidated Statements of Operations. (2) Recorded in remeasurement of contingent consideration in the Consolidated Statements of Operations. 6. Financial instruments owned These instruments consist of the following: March 31, 2026 December 31, 2025 Financial instruments owned Trading securities $ 48,044 $ 87,790 Other assets—seed capital (WisdomTree Digital Funds) 17,193 19,327 Total $ 65,237 $ 107,117 The Company recognized net trading losses on financial instruments owned that were still held at the reporting dates of $ 779 and $ 545 during the three months ended March 31, 2026 and 2025, respectively, which were recorded in other losses, net, in the Consolidated Statements of Operations. 17 Table of Contents 7. Investments The following table sets forth the Company’s investments: March 31, 2026 December 31, 2025 Carrying Value Cost Carrying Value Cost Fnality International Limited—Series B-1 Preference Shares $ 7,953 $ 8,091 $ 8,116 $ 8,091 Fnality International Limited—Series C-1 Preference Shares 14,170 14,227 14,459 14,227 Quorus Inc.—Series Seed-1 Preferred Stock 4,000 4,000 4,000 4,000 Other investments 2,500 2,500 2,500 2,500 Total $ 28,623 $ 28,818 $ 29,075 $ 28,818 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. 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 1.0x 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 (losses)/gains recognized on this investment were ($ 452 ) and $ 247 during the three months ended March 31, 2026 and 2025, respectively, due to changes in the British pound to U.S. dollar exchange rate. These results are recorded in other (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 % There was no impairment recognized on this investment during the three months ended March 31, 2026 and 2025 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 three months ended March 31, 2026 based upon a qualitative assessment. 18 Table of Contents 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. 8. Fixed Assets, Net The following table summarizes fixed assets: March 31, 2026 December 31, 2025 Equipment $ 1,731 $ 1,714 Less: accumulated depreciation ( 1,330 ) ( 1,283 ) Total $ 401 $ 431 9. Convertible Notes The Company has the following convertible notes outstanding as of March 31, 2026: · $ 75,000 in aggregate principal amount of the 2026 Notes; · $ 70,000 in aggregate principal amount of the 2029 Notes; · $ 475,000 in aggregate principal amount of 4.625 % Convertible Senior Notes due 2030 (the “2030 Notes”); and · $ 603,750 in aggregate principal amount of 4.50 % Convertible Senior Notes due 2031 (the “2031 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 2031 Notes, the Company exchanged $ 75,000 in aggregate principal amount of the 2026 Notes for 6,807,374 shares of common stock and $ 275,000 in aggregate principal amount of the 2029 Notes for $ 302,675 in cash and 4,192,620 shares of common stock. As a result of these transactions, during the three months ended March 31, 2026, the Company recognized a loss totaling $ 62,302 , comprised of a $ 16,922 loss on extinguishment associated with the repurchase of the 2026 Notes and a $ 45,380 inducement expense related to the repurchase of the 2029 Notes, which was accounted for as an induced conversion. As of March 31, 2026, the Company had an aggregate principal amount of $ 1,223,750 outstanding of the 2026 Notes, the 2029 Notes, the 2030 Notes and the 2031 Notes (collectively, the “Convertible Notes”). Key terms of the Convertible Notes are as follows: 2026 Notes 2029 Notes 2030 Notes 2031 Notes Principal outstanding $ 75,000 $ 70,000 $ 475,000 $ 603,750 Issuance date June 14, 2021 August 13, 2024 August 14, 2025 March 30, 2026 Maturity date (unless earlier converted, repurchased or redeemed) June 15, 2026 August 15, 2029 August 15, 2030 October 1, 2031 Interest rate 3.25 % 3.25 % 4.625 % 4.50 % Initial conversion price $ 11.04 $ 11.82 $ 19.15 $ 21.58 Initial conversion rate 90.5797 84.5934 52.2071 46.3306 Redemption price $ 14.35 $ 15.37 $ 24.90 $ 28.06 · Interest payment dates: Payable semiannually in arrears on June 15 and December 15 of each year for the 2026 Notes, on February 15 and August 15 of each year for the 2029 Notes and the 2030 Notes and on April 1 and October 1 of each year for the 2031 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. 19 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 March 15, 2026, May 15, 2029, May 15, 2030 and July 1, 2031 for the 2026 Notes, the 2029 Notes, the 2030 Notes and the 2031 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 March 15, 2026, May 15, 2029, May 15, 2030 and July 1, 2031 in respect of the 2026 Notes, the 2029 Notes, the 2030 Notes and the 2031 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 dates: The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after June 20, 2023, August 20, 2026, August 20, 2027 and April 6, 2028 in respect of the 2026 Notes, the 2029 Notes, the 2030 Notes and the 2031 Notes, respectively, and on or prior to the 55 th scheduled trading day with respect to the 2026 Notes and the 2029 Notes and the 45 th scheduled trading day with respect to the 2030 Notes and the 2031 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 144.9275 shares, 103.6269 shares, 75.7003 shares and 74.1282 shares of the Company’s common stock per $ 1,000 principal amount of the 2026 Notes, the 2029 Notes, the 2030 Notes and the 2031 Notes, respectively (the equivalent of 98,835,989 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. 20 Table of Contents The following table provides a summary of the Convertible Notes at March 31, 2026 and December 31, 2025: March 31, 2026 December 31, 2025 2026 Notes 2029 Notes 2030 Notes 2031 Notes Total 2026 Notes 2029 Notes 2030 Notes Total Principal amount $ 75,000 $ 70,000 $ 475,000 $ 603,750 $ 1,223,750 $ 150,000 $ 345,000 $ 475,000 $ 970,000 Less: Unamortized issuance costs ( 90 ) ( 1,052 ) ( 9,684 ) ( 12,580 ) ( 23,406 ) ( 396 ) ( 5,566 ) ( 10,231 ) ( 16,193 ) Carrying amount $ 74,910 $ 68,948 $ 465,316 $ 591,170 $ 1,200,344 $ 149,604 $ 339,434 $ 464,769 $ 953,807 Effective interest rate (1) 3.83 % 3.70 % 5.10 % 4.88 % 4.83 % 3.83 % 3.70 % 5.10 % 4.40 % _____________________________ (1) Includes amortization of the issuance costs and premium. Interest expense on the Convertible Notes during the three months ended March 31, 2026 and 2025 was $ 10,788 and $ 4,986 , respectively. Interest payable of $ 3,998 and $ 12,813 at March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025 was $ 1,336,215 and $ 1,082,570 , respectively. At March 31, 2026, the if-converted value of the 2026 Notes and the 2029 Notes was $ 98,913 and $ 86,227 , respectively, and the if-converted value of the 2030 Notes and the 2031 Notes did not exceed the principal amount. 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. 10. 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 was $ 14,406 and $ 11,844 at March 31, 2026 and December 31, 2025, respectively. During the three months ended March 31, 2026, the Company recognized a loss on remeasurement of $ 2,562 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 March 31, 2026 December 31, 2025 Revenue CAGR through December 31, 2029 10.2 % 8.4 % Revenue volatility 30 % 30 % Revenue discount rate 13.0 % 11.9 % In connection with the Ceres 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 $ 353 at March 31, 2026. 21 Table of Contents 11. 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. 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 $ 14,176 and $ 13,940 at March 31, 2026 and December 31, 2025, respectively. Interest expense recognized during the three months ended March 31, 2026 and 2025 was $ 235 and $ 455 , respectively, and is included as a component of total interest expense recognized on the Statements of Operations. 12. 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: Three Months Ended March 31, 2026 2025 Lease cost Operating lease cost $ 456 $ 326 Short-term lease cost 23 52 Total lease cost $ 479 $ 378 Other information Cash paid for amounts included in the measurement of operating liabilities (operating leases) $ 459 $ 325 Right-of-use assets obtained in exchange for new operating lease liabilities n/a n/a Weighted-average remaining lease term (in years) — operating leases 0.5 1.0 Weighted-average discount rate — operating leases 6.0 % 9.5 % 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 March 31, 2026 with respect to the Company’s operating lease liabilities: Remainder of 2026 $ 1,656 2027 1,336 2028 429 Total future minimum lease payments (undiscounted) $ 3,421 The following table reconciles the future minimum lease payments (disclosed above) at March 31, 2026 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 $ 1,498 Lease liability—long term 841 Subtotal 2,339 Difference between undiscounted and discounted cash flows 1,082 Total future minimum lease payments (undiscounted) $ 3,421 22 Table of Contents 13 . 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 3 x 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 3 x Daily Leveraged ETP (“ 3 OIL”) 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 3 OIL was terminated by the swap provider, which resulted in the compulsory redemption of 3 OIL, all in accordance with the prospectus. Since February 2022, all eight actions have been resolved in the Company’s favor, of which two have been appealed. Total damages sought by investors related to the remaining appealed claims were approximately € 14,530 ($ 16,690 ) at March 31, 2026. 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 March 31, 2026 and December 31, 2025. 14. 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: March 31, 2026 December 31, 2025 Carrying Amount — Assets: Fnality International Limited (Note 7 ) $ 22,123 $ 22,575 Maximum exposure to loss $ 22,123 $ 22,575 15. Revenues from Contracts with Customers The following table presents the Company’s total revenues from contracts with customers: Three Months Ended March 31, 2026 2025 Revenues from contracts with customers: Advisory fees $ 134,880 $ 99,549 Management fees 5,231 — Performance fees 2,955 — Other 16,404 8,533 Total operating revenues $ 159,470 $ 108,082 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. 23 Table of Contents 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 16 for additional information regarding related party transactions. Advisory Fees A significant portion of the Company’s revenues from contracts with customers is derived primarily from investment advisory agreements with related parties (Note 16). 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: Three Months Ended March 31, 2026 2025 Revenues from contracts with customers: United States $ 87,276 $ 69,469 Jersey 58,253 32,593 Ireland 13,941 6,020 Total operating revenues $ 159,470 $ 108,082 16. 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. 24 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 15. 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: March 31, 2026 December 31, 2025 Receivable from WTT $ 28,108 $ 26,410 Receivable from ManJer Issuers 8,940 7,905 Receivable from WMAI and WTICAV 10,399 9,104 Receivable from Ceres Farms 8,186 12,013 Total $ 55,633 55,432 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 from services provided to related parties: Three Months Ended March 31, 2026 2025 Advisory services provided to WTT $ 78,440 $ 68,855 Advisory services provided to ManJer Issuers 42,499 24,674 Advisory services provided to WMAI and WTICAV 13,941 6,020 Management and performance fees earned from Ceres Farms 8,186 — Total $ 143,066 $ 99,549 Investments in WisdomTree Products The Company has investments in certain WisdomTree products of $ 278,330 and $ 244,722 at March 31, 2026 and December 31, 2025, respectively. This includes $ 17,193 and $ 19,327 , 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 $ 221,452 and $ 145,242 , respectively, in the WisdomTree Treasury Money Market Digital Fund at March 31, 2026 and December 31, 2025. Net unrealized and realized losses and gains related to trading WisdomTree products during the three months ended March 31, 2026 and 2025 were ($ 724 ) and $ 647 , respectively, which are recorded in other 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. 17. 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. 25 Table of Contents 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. Stock-based compensation expense was $ 8,431 and $ 6,238 , respectively, during the three months ended March 31, 2026 and 2025. A summary of unrecognized stock-based compensation expense and average remaining vesting period is as follows: March 31, 2026 Unrecognized Stock-Based Compensation Weighted-Average Remaining Vesting Period (Years) Employees and directors $ 37,647 1.75 A summary of stock-based compensation award activity (shares) during the three months ended March 31, 2026 is as follows: RSA RSU PRSU Balance at January 1, 2026 4,372,897 279,549 1,427,859 Granted 1,012,575 73,115 254,042 (1)   Vested ( 2,209,591 ) ( 69,169 ) ( 601,468 ) (2) Forfeited ( 31,834 ) — — Stock dividends accrued — 255 1,537 Balance at March 31, 2026 3,144,047 283,750 (3)   1,081,970 _____________________________ (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. 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) historical stock price volatilities ranging from 21.84 % to 34.34 % (average 28.77 %); (iv) correlation coefficients based upon the price data used to calculate the historical volatilities; (v) a risk free interest rate of 3.64 %; and (vi) an expected dividend yield of 0.00 %. (2) The payout on PRSUs vesting in January 2026 was 199 %. (3) Includes 99,785 deferred RSUs that have vested. 26 Table of Contents 18. Earnings Per Share The following tables set forth reconciliations of the basic and diluted earnings per share computations for the periods presented: Three Months Ended March 31, Basic Earnings per Share 2026 2025 Net (loss)/income $ ( 23,131 ) $ 24,629 Less: Income distributed to participating securities — — Less: Undistributed income allocable to participating securities — ( 24 ) Net (loss)/income available to common stockholders — Basic EPS $ ( 23,131 ) $ 24,605 Weighted average common shares (in thousands) 138,005 142,580 Basic (loss)/earnings per share $ ( 0.17 ) $ 0.17 Three Months Ended March 31, Diluted Earnings per Share 2026 2025 Net (loss)/income available to common stockholders $ ( 23,131 ) $ 24,605 Add back: Undistributed income allocable to participating securities — 24 Less: Reallocation of undistributed income allocable to participating securities considered potentially dilutive — ( 23 ) Net (loss)/income available to common stockholders — Diluted EPS $ ( 23,131 ) $ 24,606 Weighted average diluted shares (in thousands): Weighted average common shares 138,005 142,580 Dilutive effect of common stock equivalents, excluding participating securities — 3,799 Weighted average diluted shares, excluding participating securities (in thousands) 138,005 146,379 Diluted (loss)/earnings per share $ ( 0.17 ) $ 0.17 Diluted (loss)/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 three months ended March 31, 2026 there were no dilutive common stock equivalents as the Company reported a net loss for the period. Total antidilutive non-participating common stock equivalents were 14,951 and 1,025 for the three months ended March 31, 2026 and 2025, respectively (shares herein are reported in thousands). There were no potential common shares associated with the conversion options embedded in the Convertible Notes included in weighted average diluted shares for the three months ended March 31, 2025 as the Company’s average stock price was lower than the conversion price. The following table reconciles weighted average diluted shares as reported on the Company’s Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate diluted earnings per share as disclosed in the table above: Three Months Ended March 31, Reconciliation of Weighted Average Diluted Shares (in thousands) 2026 2025 Weighted average diluted shares as disclosed on the Consolidated Statements of Operations 138,005 (1)   146,545 Less: Participating securities: Weighted average shares of common stock issuable upon conversion of the Series A Preferred Stock — — Potentially dilutive restricted stock awards — ( 166 ) Weighted average diluted shares used to calculate diluted (loss)/earnings per share as disclosed in the table above 138,005 146,379 _____________________________ (1) Excludes 14,336 potentially dilutive non-participating common stock equivalents for the three months ended March 31, 2026 as the Company reported a net loss for the period. 27 Table of Contents 19. Income Taxes Effective Income Tax Rate – Three Months Ended March 31, 2026 The Company’s effective income tax rate during the three months ended March 31, 2026 was negative 58.6 %, resulting in income tax expense of $ 8,549 . Despite a pre-tax loss for the quarter, the Company recorded income tax expense primarily due to certain non-deductible amounts associated with the extinguishment of the Convertible Notes, which caused our effective tax rate to differ from the U.S. federal statutory rate of 21.0 %. Other items impacting our effective tax rate included non-deductible executive compensation, partly offset by state and local taxes and tax windfalls associated with the vesting of stock-based compensation awards. Effective Income Tax Rate – Three Months Ended March 31, 2025 The Company’s effective income tax rate during the three months ended March 31, 2025 was 18.9 %, resulting in income tax expense of $ 5,739 . The effective income tax rate differs from the federal statutory tax rate of 21 .0% primarily due to tax windfalls associated with the vesting of stock-based compensation awards and a lower tax rate on foreign earnings. These items were partly offset by state and local income taxes. Income Tax Payments Disclosed below is a summary of income taxes paid by jurisdiction pursuant to the disclosure requirements of ASU 2023-09. Three Months Ended March 31, 2026 United States — Federal $ — United States — State and local 305 United Kingdom 7,341 Other 13 $ 7,659 Deferred Tax Assets A summary of the components of the Company’s deferred tax assets at March 31, 2026 and December 31, 2025 is as follows: March 31, 2026 December 31, 2025 Deferred tax assets: Capital losses $ 6,538 $ 6,689 Interest carryforward 2,833 — Accrued expenses 2,821 6,584 Stock-based compensation 1,047 3,210 Acquisition costs 953 970 Operating lease liabilities 546 631 NOLs—Foreign 521 745 Other 290 289 Deferred tax assets 15,549 19,118 Deferred tax liabilities: Software capitalization 938 912 Right of use assets—operating leases 543 627 Foreign currency translation adjustment 286 592 Goodwill and intangible assets 261 74 Unrealized gains 203 494 Fixed assets and prepaid assets 202 356 Unremitted earnings—European subsidiaries 92 65 Deferred tax liabilities 2,525 3,120 Total deferred tax assets less deferred tax liabilities 13,024 15,998 Less: Valuation allowance ( 6,335 ) ( 6,195 ) Deferred tax assets, net $ 6,689 $ 9,803 28 Table of Contents Capital Losses – U.S. The Company’s tax effected capital losses at March 31, 2026 were $ 6,538 . 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, 2026 $ 6,689 Expirations — Utilizations ( 151 ) Balance at March 31, 2026 $ 6,538 Net Operating Losses – Europe One of the Company’s European subsidiaries generated net operating losses (“NOLs”) outside the U.S. These tax effected NOLs, all of which are carried forward indefinitely, were $ 521 at March 31, 2026. 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 March 31, 2026, 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 There were no unrecognized tax benefits at March 31, 2026 and December 31, 2025. 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 $ 92 and $ 65 at March 31, 2026 and December 31, 2025, respectively. 20. 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 three months ended March 31, 2026 and 2025, the Company repurchased 1,521,334 and 1,282,498 shares of its common stock, respectively, under this program for an aggregate cost of $ 24,963 and $ 12,714 , respectively. Shares repurchased under this program were returned to the status of authorized and unissued on the Company’s books and records. As of March 31, 2026, $ 225,037 remained under this program for future purchases. 21. 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, 2026 $ 228,624 Changes — Balance at March 31, 2026 $ 228,624 Of the total goodwill of $ 228,624 at March 31, 2026, $ 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. 29 Table of Contents Intangible Assets The table below sets forth the Company’s intangible assets which are tested annually for impairment on November 30 th : Balance at March 31, 2026 Item Gross Asset Accumulated Amortization Net Asset ETFS Acquisition $ 601,247 $ — $ 601,247 Ceres intangible assets 143,500 ( 2,870 ) 140,630 Software development 10,803 ( 4,726 ) 6,077 Balance at March 31, 2026 $ 755,550 $ ( 7,596 ) $ 747,954 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 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. Ceres Acquisition (Finite-Lived) In connection with the Ceres Acquisition, which was completed on October 1, 2025, the Company identified intangible assets valued at $ 143,500 related to purchase price allocated to a customary advisory agreement ($ 135,000 ) and trade name ($ 8,500 ). These intangible assets were determined to have a finite life (estimated useful life of 25 years) and are deductible for tax purposes. As of March 31, 2026, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows: 2026 $ 4,305 2027 5,740 2028 5,740 2029 5,740 2030 5,740 2031 and beyond 113,365 Total expected amortization expense $ 140,630 The weighted-average remaining useful life of the finite-lived intangible assets is 24.5 years. Software Development (Finite-Lived) Internally-developed software is amortized over a useful life of three years. During the three months ended March 31, 2026 and 2025, the Company recognized amortization expense on internally-developed software of $ 548 and $ 439 , respectively. 30 Table of Contents As of March 31, 2026, expected amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows: Remainder of 2026 $ 2,470 2027 1,963 2028 1,339 2029 and thereafter 305 Total expected amortization expense $ 6,077 The weighted-average remaining useful life of the finite-lived intangible assets is 2.2 years. 22 . 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. The Company conducts business as a single operating segment as an ETP sponsor and asset manager, which is based upon the Company’s current organizational and management structure, as well as information used by the CODM to allocate resources and assess performance and other factors. The accounting policies of the segment are the same as those described in Note 2. The key measures of segment profit or loss that the CODM uses to allocate resources and assess performance are the Company’s consolidated net income, as reported on the Consolidated Statements of Operations, as well as adjusted operating income and adjusted operating income margin, which are exclusive of items that are non-recurring or not core to the Company’s operating business. The table below discloses these key measures and is inclusive of a reconciliation of the Company’s operating income and operating income margin as computed under U.S. GAAP to the Company’s Non-GAAP adjusted operating income and adjusted operating income margin utilized by the CODM: Three Months Ended March 31, 2026 2025 Net (loss)/income $ ( 23,131 ) $ 24,629 Adjusted Operating Income Margin Operating revenues $ 159,470 $ 108,082 Operating income $ 59,350 $ 34,162 Add back: Amortization of intangible assets arising from the Ceres Acquisition 1,435 — Add back: Acquisition-related costs 1,933 — Adjusted operating income $ 62,718 $ 34,162 Operating income margin 37.2 % 31.6 % Adjusted operating income margin 39.3 % 31.6 % Acquisition-related costs for the three months ended March 31, 2026 includes $ 1,933 of professional fees related to the Company’s agreement to acquire Atlantic House (defined below). 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 15 . 31 Table of Contents 23. Subsequent Events On March 13, 2026, the Company and WisdomTree International Holdings Ltd (the “Buyer”), a wholly-owned subsidiary of the Company, entered into a Sale and Purchase Agreement (the “AH Purchase Agreement”) with Atlantic House Holdings Limited, a private limited company incorporated in England and Wales (“Atlantic House”), the shareholders of Atlantic House (together, the “Sellers”), the EBT Trustee and the Individual Guarantor (each as defined in the AH Purchase Agreement), pursuant to which the Buyer agreed to acquire from the Sellers all of the issued and outstanding share capital of Atlantic House (the “AH Acquisition”). On May 1, 2026, the Buyer completed the AH Acquisition for a purchase price of £ 150,000 (approximately $ 200,000 ) in cash paid at the closing of the Acquisition (the “Closing”), and subject to customary post-closing adjustments to cash, indebtedness and working capital. The AH Acquisition will be accounted for under the acquisition method of accounting in accordance with ASC 805, which requires an allocation of the consideration paid by the Company to the identifiable assets and liabilities of Atlantic House based on the estimated fair values as of the closing date of the acquisition. 32 Table of Contents