WisdomTree, Inc. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes and the other financial information included elsewhere in this Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below. For a more complete description of the risks noted above and other risks that could cause our actual results to materially differ from our current expectations, please see Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law. Executive Summary We are a global financial innovator, offering a diverse suite of ETPs, models and solutions, private market investments and digital asset-related products. Our offerings empower investors to shape their financial future and equip financial professionals to grow their businesses. Leveraging the latest financial infrastructure, we create products that emphasize access and transparency and provide an enhanced user experience. Building on our heritage of innovation, we continue to broaden our capabilities beyond our core ETP business. We offer next-generation digital products and services related to tokenized real world assets and stablecoins, including digital funds, as well as our institutional platform, WisdomTree Connect, and blockchain-native digital wallet, WisdomTree Prime. We also have expanded into private assets through our acquisition of Ceres Partners, LLC (“Ceres”), a leading U.S.-based alternative asset manager specializing in farmland investments. As of March 31, 2026, we managed approximately $152.6 billion in AUM. Our products span a broad range of strategies including equities, commodities, fixed income, leveraged-and-inverse, cryptocurrency, currency, alternatives, and private assets. We have launched many first-to-market products and pioneered a unique alternative-weighting approach called “Modern Alpha” that combines the outperformance potential of active management with the cost-effective benefits of passive management. Our products are distributed across all major asset management industry channels, including banks, brokerage firms, registered investment advisers, institutional investors, private wealth managers and online brokers, primarily through our dedicated sales team. We believe technology is transforming how financial advisors conduct business, and through our Advisor and Portfolio Solutions programs we offer technology-enabled and research-driven solutions. These include portfolio construction, asset allocation, practice management services and digital tools to help advisors address technology challenges and scale their businesses. As pioneers in tokenization and blockchain technology, we view this as the next phase in the evolution of financial services. Through our digital assets strategy, we are committed to “responsible DeFi,” aligning with regulatory standards to foster growth in this rapidly evolving space. We believe that expanding into digital assets and blockchain-enabled financial services not only complements our core competencies but will diversify our revenue streams and further contribute to our growth. We were incorporated under the laws of the state of Delaware on September 19, 1985 as Financial Data Systems, Inc. and were ultimately renamed WisdomTree, Inc. on November 7, 2022. Acquisition of Atlantic House On March 13, 2026, we and WisdomTree International Holdings Ltd (the “Buyer”), our wholly-owned subsidiary, 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 (the “Sellers”), the EBT Trustee and the Individual Guarantor (each as defined in the AH Purchase Agreement) pursuant to which we agreed to acquire from the Sellers all of the issued and outstanding share capital of Atlantic House (the “AH Acquisition”), subject to the terms and conditions set forth therein. Atlantic House is a London-based active manager specializing in defined outcome and derivatives-driven investment strategies, with approximately £2.9 billion (approximately $3.9 billion) in assets under management, plus additional revenues from £1.5 billion (approximately $2.0 billion) in assets under advisement across managed models, as well as structuring fees from bespoke investment solutions. On May 1, 2026, the Buyer completed the AH Acquisition for £150.0 million (approximately $200.0 million) in cash subject to customary post-closing adjustments to cash, indebtedness and working capital. 33 Table of Contents Assets Under Management WisdomTree ETPs We offer ETPs covering equity, commodities and currency, fixed income, leveraged-and-inverse, alternatives and cryptocurrency. The chart below sets forth the asset mix of our ETPs at March 31, 2026, December 31, 2025 and March 31, 2025: Market Environment The first quarter of 2026 was characterized by elevated global volatility and geopolitical tensions, particularly the escalation of conflict in the Middle East. Although the U.S. and global economies showed resilience, global equity markets declined modestly, reflecting weakness in certain U.S. technology stocks and a shift in investor sentiment as the quarter progressed. Higher oil prices drove commodities to outperform and contributed to renewed inflation concerns, leading to a repricing of interest rate expectations. Government bonds experienced a sell-off as yields rose in response to these inflationary pressures. During the quarter, the MSCI EAFE Index (local currency), MSCI Japan Index (local currency) and gold prices increased by 0.3%, 3.0% and 5.5%, respectively, while the S&P 500, MSCI EMU Index (local currency) and MSCI Emerging Markets Index (U.S. dollar) decreased by 4.3%, 2.4% and 0.1%, respectively. The U.S. dollar weakened 2.4%, 2.0% and 2.2% versus the euro, British pound and Japanese yen, respectively, during the quarter. 34 Table of Contents U.S. Listed ETF Industry Flows U.S. listed ETF industry net flows were $405.2 billion for the three months ended March 31, 2026. U.S. equity and fixed income gathered the majority of those flows. Source: Morningstar European Listed ETP Industry Flows European listed ETP industry net flows were $93.6 billion for the three months ended March 31, 2026. Equity and fixed income gathered the majority of those flows. Source: Morningstar 35 Table of Contents Our Operating and Financial Results We operate as an ETP sponsor and asset manager, providing investment advisory services globally through our subsidiaries in the U.S. and Europe. U.S. Listed ETFs The AUM of our U.S. listed exchange traded funds, or U.S. listed ETFs, increased from $88.5 billion at December 31, 2025 to $90.9 billion at March 31, 2026 due to net inflows, partly offset by market depreciation. European Listed ETPs The AUM of our European listed (including internationally cross-listed) ETPs, or European listed ETPs, increased from $53.3 billion at December 31, 2025 to $58.8 billion at March 31, 2026 due to net inflows and market appreciation. 36 Table of Contents Digital Assets The AUM of our digital assets products increased from $0.8 billion at December 31, 2025 to $0.9 billion at March 31, 2026 due to net inflows. Substantially all Q1 2026 inflows were into the WisdomTree Treasury Money Market Digital Fund. Private Assets Through our acquisition of Ceres on October 1, 2025 (the “Ceres Acquisition”), we acquired $1.8 billion of private assets AUM primarily held within an open-ended investment fund, Ceres Farms, LLC (“Ceres Farms”). This AUM increased by approximately $0.1 billion to $2.0 billion at March 31, 2026, due to $75.0 million of inflows and market appreciation. Consolidated Operating Results The following table sets forth our revenues and net (loss)/income for the most recent five quarters. · Revenues – Total revenues increased 47.5% from the three months ended March 31, 2025 to $159.5 million in the comparable period in 2026, driven by higher average AUM, a higher average advisory fee, revenues arising from the Ceres Acquisition and increased other revenues from our European listed ETPs. · Expenses – Total operating expenses increased 35.4% from the three months ended March 31, 2025 to $100.1 million in the comparable period in 2026 primarily due to higher incentive compensation and headcount, as well as increases in fund management and administration expenses, acquisition-related costs, third-party distribution fees and amortization of intangible assets. · Other Income/(Expenses) – Other income/(expenses) includes interest income and interest expense, loss on extinguishment of convertible notes, impairments and other losses. Further information is provided herein. · Net (loss)/income – We reported net (loss)/income of ($23.1) million and $24.6 million during the three months ended March 31, 2026 and 2025, respectively. 37 Table of Contents Guidance Update for the Year Ending December 31, 2026 Compensation to Revenue Ratio Our compensation to revenue ratio for the year ending December 31, 2026 is currently estimated to range from 26% to 28% (unchanged from our guidance provided last quarter) and takes into consideration the AH Acquisition, planned hires as well as year-end compensation adjustments and the annualization of hires made during 2025. The range also considers variability in incentive compensation with drivers including the magnitude of our flows, revenues and operating income growth, margin expansion and our stock price performance in relation to our peers. A range is provided in consideration of uncertain market conditions. Discretionary Spending Discretionary spending includes marketing, sales, professional fees, occupancy and equipment, depreciation and amortization and other expenses. During the three months ended March 31, 2026, our discretionary spending was $18.6 million. We currently estimate our discretionary spending for the year ending December 31, 2026 to range from $83.0 million to $89.0 million (previously $80.0 to $86.0 million) taking into consideration the AH Acquisition. Not included in the guidance above is intangible amortization arising from the Ceres Acquisition of approximately $5.7 million, of which $1.4 million was recognized during the three months ended March 31, 2026. Gross Margin We define gross margin as total operating revenues less fund management and administration expenses. Gross margin percentage is calculated as gross margin divided by total operating revenues. Our gross margin was 84.4% during the three months ended March 31, 2026. For the year ending December 31, 2026, we currently estimate that our gross margin percentage will be 83.0% to 84.0% (previously 82.0% to 83.0%) an increase of one percentage point reflecting current AUM levels and the AH Acquisition, including Atlantic House product launches in both Europe and the U.S. over the course of the year. Third-Party Distribution Fees We currently estimate third-party distribution expense to be approximately $20.0 million to $24.0 million for the year ending December 31, 2026 (previously $17.0 to $19.0 million), driven by higher AUM and elevated trading activity, primarily across our European platforms. Interest Expense We currently estimate our interest expense for the year ending December 31, 2026 to be $54.0 million (previously $41.0 million) taking into consideration our current capital structure (see Note 9 to our consolidated financial statements for additional information). This guidance is inclusive of approximately $0.9 million of interest cost we are required to impute under U.S. GAAP related to our interest-free financing of the shares of Series C Non-Voting Convertible Preferred Stock (the “Series C Preferred Stock”) we repurchased from Gold Bullion Holdings (Jersey) Limited (“GBH”), a subsidiary of the World Gold Council, in November 2023. Interest Income We currently estimate our interest income for the year ending December 31, 2026 to be $10.0 million (previously $8.0 million), reflecting the forecasted level of our interest-earning assets. Income Tax Expense We currently estimate that our consolidated normalized effective tax rate will be approximately 24.0% to 25.0% for the year ending December 31, 2026 (previously 24.0%), taking into consideration the AH Acquisition. This estimated rate may change and is dependent upon our actual taxable income earned in relation to our forecasts as well as any other items which may arise that are not currently forecasted. Such items may include, but are not limited to, increases or decreases in valuation allowances and any stock-based compensation windfalls or shortfalls. Additional corporate tax legislation could also impact our normalized effective tax rate. Weighted Average Diluted Shares We currently estimate our weighted average diluted shares to be between 155.0 million and 158.0 million for the three months ending June 30, 2026, reflecting the full impact of the 11.0 million shares issued in connection with the extinguishment of $75.0 million in aggregate principal amount of 3.25% convertible senior notes due 2026 (the “2026 Notes”) and $275.0 million in aggregate principal amount of 3.25% convertible senior notes due 2029 (the “2029 Notes”). Weighted average diluted shares are anticipated to decline to approximately 154.0 million in the second half of the year, following the retirement of our remaining outstanding 2026 Notes and 2029 Notes, which we anticipate settling for cash. 38 Table of Contents Key Operating Statistics The following table presents key operating statistics that serve as indicators for the performance of our business: Three Months Ended Mar. 31, 2026 Dec. 31, 2025 Mar. 31, 2025 GLOBAL PRODUCTS ($ in millions ) Beginning of period assets $ 144,525 $ 137,175 $ 109,779 Add: Digital Assets—Jan. 1, 2025 — — 32 Add: Assets acquired—Ceres Acquisition — 1,812 — Inflows/(outflows) 5,934 (283 ) 3,052 Market appreciation 2,097 5,821 2,924 End of period assets $ 152,556 $ 144,525 $ 115,787 Average assets during the period $ 154,663 $ 140,686 $ 114,622 Average advisory fee during the period 0.36 % 0.35 % 0.35 % Revenue days 90 92 90 Number of products—end of the period 416 405 375 (1)   ETPs AND TOKENIZED PRODUCTS U.S. LISTED ETFs ($ in millions ) Beginning of period assets $ 88,521 $ 88,293 $ 79,095 Inflows/(outflows) 2,643 (1,108 ) 1,847 Market (depreciation)/appreciation (218 ) 1,336 (411 ) End of period assets $ 90,946 $ 88,521 $ 80,531 Average assets during the period 91,742 88,074 81,127 Number of ETFs—end of the period 90 85 78 EUROPEAN LISTED ETPs ($ in millions ) Beginning of period assets $ 53,345 $ 48,290 $ 30,684 Inflows 3,118 609 1,104 Market appreciation 2,295 4,446 3,336 End of period assets $ 58,758 $ 53,345 $ 35,124 Average assets during the period $ 60,193 $ 50,102 $ 33,415 Number of ETPs—end of the period 306 300 280 DIGITAL ASSETS ($ in millions ) Beginning of period assets $ 770 $ 592 $ — Add: Digital Assets—Jan. 1, 2025 — — 32 Inflows 98 179 101 Market depreciation (1 ) (1 ) (1 ) End of period assets $ 867 $ 770 $ 132 Average assets during the period $ 781 $ 695 $ 80 Number of products—end of the period 19 19 17 (1)   PRIVATE ASSETS ($ in millions ) Beginning of period assets $ 1,889 $ — $ — Add: Assets acquired—Ceres Acquisition — 1,812 — Inflows 75 37 — Market appreciation 21 40 — End of period assets $ 1,985 $ 1,889 — Average assets during the period $ 1,947 $ 1,815 — Number of products—end of the period 1 1 — ETPs AND TOKENIZED PRODUCT CATEGORIES ($ in millions ) U.S. Equity Beginning of period assets $ 41,427 $ 40,977 $ 35,414 Add: Digital Assets—Jan. 1, 2025 — — 9 Inflows 354 191 963 Market (depreciation)/appreciation (270 ) 259 (758 ) End of period assets $ 41,511 $ 41,427 $ 35,628 Average assets during the period $ 42,394 $ 41,161 $ 36,281 39 Table of Contents Three Months Ended Mar. 31, 2026 Dec. 31, 2025 Mar. 31, 2025 Commodity & Currency Beginning of period assets $ 36,980 $ 31,705 $ 21,906 Add: Digital Assets—Jan. 1, 2025 — — 1 Inflows/(outflows) 35 177 (159 ) Market appreciation 3,295 5,098 3,739 End of period assets $ 40,310 $ 36,980 $ 25,487 Average assets during the period $ 41,458 $ 33,824 $ 23,993 International Developed Market Equity Beginning of period assets $ 25,616 $ 23,893 $ 17,602 Inflows 3,495 1,147 474 Market appreciation 75 576 102 End of period assets $ 29,186 $ 25,616 $ 18,178 Average assets during the period $ 29,349 $ 24,708 $ 18,275 Fixed Income Beginning of period assets $ 21,074 $ 22,509 $ 20,043 Add: Digital Assets—Jan. 1, 2025 — — 21 Inflows/(outflows) 1,272 (1,358 ) 2,092 Market appreciation/(depreciation) 49 (77 ) 74 End of period assets $ 22,395 $ 21,074 $ 22,230 Average assets during the period $ 21,187 $ 21,422 $ 21,464 Emerging Market Equity Beginning of period assets $ 10,643 $ 10,855 $ 10,468 Outflows (206 ) (508 ) (445 ) Market (depreciation)/appreciation (294 ) 296 (38 ) End of period assets $ 10,143 $ 10,643 $ 9,985 Average assets during the period $ 10,902 $ 10,839 $ 10,072 Leveraged & Inverse Beginning of period assets $ 3,275 $ 2,913 $ 1,924 Inflows/(outflows) 565 (15 ) 116 Market (depreciation)/appreciation (177 ) 377 93 End of period assets $ 3,663 $ 3,275 $ 2,133 Average assets during the period $ 3,785 $ 3,097 $ 2,083 Cryptocurrency Beginning of period assets $ 2,242 $ 3,168 $ 1,912 Add: Digital Assets—Jan. 1, 2025 — — 1 Inflows/(outflows) 137 (117 ) (89 ) Market depreciation (596 ) (809 ) (271 ) End of period assets $ 1,783 $ 2,242 $ 1,553 Average assets during the period $ 2,021 $ 2,550 $ 1,900 Alternatives Beginning of period assets $ 1,379 $ 1,155 $ 510 Inflows 207 163 100 Market (depreciation)/appreciation (6 ) 61 (17 ) End of period assets $ 1,580 $ 1,379 $ 593 Average assets during the period $ 1,620 $ 1,270 $ 554 Headcount 357 360 315 _____________________________ (1) Includes 17 digital assets products, which were launched prior to January 1, 2025. Note: Previously issued statistics may be restated due to fund closures and trade adjustments. Source: WisdomTree 40 Table of Contents Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025 Selected Operating and Financial Information Three Months Ended March 31, Percent 2026 2025 Change Change AUM (in millions) Average AUM $ 154,663 $ 114,622 $ 40,041 34.9% Operating Revenues (in thousands) Advisory fees $ 134,880 $ 99,549 $ 35,331 35.5% Management fees 5,231 — 5,231 n/a Performance fees 2,955 — 2,955 n/a Other revenues 16,404 8,533 7,871 92.2% Total operating revenues $ 159,470 $ 108,082 $ 51,388 47.5% Operating Revenues Advisory fees Advisory fee revenues increased 35.5% from $99.5 million during the three months ended March 31, 2025 to $134.9 million during the comparable period in 2026 due to higher average AUM and a higher average advisory fee. Our average advisory fee was 0.35% during the three months ended March 31, 2025 and 0.36% during the comparable period in 2026. Management fees Management fees were $5.2 million during the three months ended March 31, 2026 as a result of the Ceres Acquisition, which was completed in October 2025. We earn management fees in exchange for providing investment advisory and other management services to Ceres Farms. Performance fees Performance fees were $3.0 million during the three months ended March 31, 2026 as a result of the Ceres Acquisition, which was completed in October 2025. We earn performance fees based on a specified percentage of Ceres Farms’ net profits, subject to contractual fee waivers, high-water marks and loss recovery requirements. Other revenues Other revenues increased 92.2% from $8.5 million during the three months ended March 31, 2025 to $16.4 million during the comparable period in 2026 due to higher other revenues attributable to our European listed ETPs. Operating Expenses Three Months Ended March 31, Percent (in thousands) 2026 2025 Change Change Compensation and benefits $ 47,517 $ 33,788 $ 13,729 40.6% Fund management and administration 24,880 20,714 4,166 20.1% Marketing and advertising 5,392 4,813 579 12.0% Sales and business development 4,197 4,137 60 1.5% Professional fees 3,308 2,782 526 18.9% Occupancy, communications and equipment 1,935 1,482 453 30.6% Depreciation and amortization 2,096 540 1,556 288.1% Third-party distribution fees 5,795 3,112 2,683 86.2% Acquisition-related costs 1,933 — 1,933 n/a Other 3,067 2,552 515 20.2% Total operating expenses $ 100,120 $ 73,920 $ 26,200 35.4% 41 Table of Contents Three Months Ended March 31, As a Percent of Revenues: 2026 2025 Compensation and benefits 29.9 % 31.1 % Fund management and administration 15.6 % 19.2 % Marketing and advertising 3.4 % 4.5 % Sales and business development 2.6 % 3.8 % Professional fees 2.1 % 2.6 % Occupancy, communications and equipment 1.2 % 1.4 % Depreciation and amortization 1.3 % 0.5 % Third-party distribution fees 3.6 % 2.9 % Acquisition-related costs 1.2 % — Other 1.9 % 2.4 % Total operating expenses 62.8 % 68.4 % Compensation and benefits Compensation and benefits expense increased 40.6% from $33.8 million during the three months ended March 31, 2025 to $47.5 million in the comparable period in 2026 due to higher stock-based compensation expense and increased headcount. Headcount was 315 and 357 at March 31, 2025 and 2026, respectively. Fund management and administration Fund management and administration expense increased 20.1% from $20.7 million during the three months ended March 31, 2025 to $24.9 million in the comparable period in 2026 primarily due to higher average AUM. We had 78 U.S. listed ETFs, 280 European listed ETPs and 17 tokenized products at March 31, 2025 compared to 90 U.S. listed ETFs, 306 European listed ETPs, 19 tokenized products and one private assets product at March 31, 2026. Marketing and advertising Marketing and advertising expense increased 12.0% from $4.8 million during the three months ended March 31, 2025 to $5.4 million in the comparable period in 2026 primarily due to higher spend related to our U.S. listed ETFs and digital assets. Sales and business development Sales and business development expense was essentially unchanged from the three months ended March 31, 2025. Professional fees Professional fees expense increased 18.9% from $2.8 million during the three months ended March 31, 2025 to $3.3 million in the comparable period in 2026 due to higher consulting fees and digital assets related expenses. Occupancy, communications and equipment Occupancy, communications and equipment expense increased 30.6% from $1.5 million during the three months ended March 31, 2025 to $1.9 million in the comparable period in 2026 primarily due to increased headcount. Depreciation and amortization Depreciation and amortization expense increased 288.1% from $0.5 million during the three months ended March 31, 2025 to $2.1 million in the comparable period in 2026 primarily due to higher amortization of intangible assets arising from the Ceres Acquisition. Third-party distribution fees Third-party distribution fees expense increased 86.2% from $3.1 million during the three months ended March 31, 2025 to $5.8 million in the comparable period in 2026 due to growth in AUM and elevated trading activity across our various platforms. Acquisition-related costs During the three months ended March 31, 2026, we recorded $1.9 million of acquisition-related costs related to the AH Acquisition. Other Other expenses increased 20.2% from $2.6 million during the three months ended March 31, 2025 to $3.1 million in the comparable period in 2026 due to conferences, travel and office related expenses. 42 Table of Contents Other Income/(Expenses) Three Months Ended March 31, Percent (in thousands) 2026 2025 Change Change Interest expense $ (11,023 ) $ (5,441 ) $ (5,582 ) 102.6 % Interest income 2,592 1,897 695 36.6 % Remeasurement of contingent consideration (2,562 ) — (2,562 ) n/a Loss on extinguishment of convertible notes (62,302 ) — (62,302 ) n/a Other losses, net (637 ) (250 ) (387 ) 154.8 % Total other expenses, net $ (73,932 ) $ (3,794 ) $ (70,138 ) 1,848.7 % Three Months Ended March 31, As a Percent of Revenues: 2026 2025 Interest expense (6.9 %) (5.1 %) Interest income 1.6 % 1.8 % Remeasurement of contingent consideration (1.6 %) — Loss on extinguishment of convertible notes (39.1 %) — Other losses, net (0.4 %) (0.2 %) Total other expenses, net (46.4 %) (3.5 %) Interest expense Interest expense increased 102.6% from $5.4 million during the three months ended March 31, 2025 to $11.0 million in the comparable period in 2026 due to a higher level of debt outstanding. Our effective interest rate during the three months ended March 31, 2025 and 2026 was 3.9% and 4.4%, respectively. Interest income Interest income increased 36.6% from $1.9 million during the three months ended March 31, 2025 to $2.6 million in the comparable period in 2026 due to a higher level of interest earning assets. Remeasurement of contingent consideration Contingent consideration related to the Ceres Acquisition increased from $11.8 million on December 31, 2025 to $14.4 million at March 31, 2026, resulting in a $2.6 million loss on remeasurement recognized during the three months ended March 31, 2026. See Note 10 to our Consolidated Financial Statements for additional information. Loss on extinguishment of convertible notes During the three months ended March 31, 2026, we recognized a $62.3 million loss related to transactions involving our convertible notes, comprised of a loss on extinguishment of $16.9 million associated with the repurchase of $75.0 million in aggregate principal amount of our 2026 Notes and a $45.4 million inducement expense related to the repurchase of $275.0 million in aggregate principal amount of our 2029 Notes. Other losses, net Other losses, net were ($0.3) million and ($0.6) million during the three months ended March 31, 2025 and 2026, respectively. The three months ended March 31, 2026 includes net losses of $0.9 million on our financial instruments and net losses of $0.5 million on our investments. Gains and losses also generally arise from the sale of gold earned from management fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items. Income Taxes Our effective income tax rate for the first quarter of 2026 was negative 58.6%, resulting in income tax expense of $8.5 million. Despite a pre-tax loss for the quarter, we recorded income tax expense primarily due to certain non-deductible amounts associated with the extinguishment of 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. Our effective income tax rate during the three months ended March 31, 2025 was 18.9%, resulting in income tax expense of $5.7 million. The effective tax rate differs from the federal statutory 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 and non-deductible executive compensation. 43 Table of Contents Non-GAAP Financial Measurements In an effort to provide additional information regarding our results as determined by GAAP, we also disclose certain non-GAAP information which we believe provides useful and meaningful information. Our management reviews these non-GAAP financial measurements when evaluating our financial performance and results of operations; therefore, we believe it is useful to provide information with respect to these non-GAAP measurements so as to share this perspective of management. Non-GAAP measurements do not have any standardized meaning, do not replace nor are they superior to GAAP financial measurements and are unlikely to be comparable to similar measures presented by other companies. These non-GAAP financial measurements should be considered in the context with our GAAP results. The non-GAAP financial measurements contained in this Report include the following: Adjusted Net Income and Diluted Earnings per Share We disclose adjusted net income and diluted earnings per share as non-GAAP financial measurements in order to report our results exclusive of items that are non-recurring or not core to our operating business. We believe presenting these non-GAAP financial measurements provides investors with a consistent way to analyze our performance. These non-GAAP financial measurements exclude the following: · Gains or losses on financial instruments owned: We account for our financial instruments owned as trading securities, which requires these instruments to be measured at fair value with gains and losses reported in net income. We exclude these items when calculating our non-GAAP financial measurements as the gains and losses introduce earnings volatility and are not core to our operating business. · Foreign currency remeasurement gains and losses on U.S. dollars held by foreign subsidiaries: GAAP requires account balances to be remeasured into an entity’s functional currency, with resulting gains and losses reported in net income. Foreign subsidiaries holding U.S. dollars remeasure these balances into their functional currencies and recognize the gains and losses. We exclude remeasurement effects from our non-GAAP financial measures, as they introduce earnings volatility, are not core to our operations and arise from balances denominated in our reporting currency. · Tax windfalls and shortfalls upon vesting of stock-based compensation awards: GAAP requires the recognition of tax windfalls and shortfalls within income tax expense. These items arise upon the vesting of stock-based compensation awards and the magnitude is directly correlated to the number of awards vesting/exercised, as well as the difference between the price of our stock on the date the award was granted and the date the award vested or was exercised. We exclude these items when calculating our non-GAAP financial measurements as they introduce earnings volatility and are not core to our operating business. · Amortization of intangible assets and remeasurement of contingent consideration arising from the Ceres Acquisition: On October 1, 2025, we completed the Ceres Acquisition for aggregate consideration consisting of (i) $275 million in cash payable at closing, subject to customary post-closing adjustments and (ii) contingent consideration of up to $225 million, payable in 2030, contingent upon Ceres achieving a compound annual growth rate (“CAGR”) in revenues of 12% to 22% during the measurement period of January 1, 2025 through December 31, 2029. GAAP requires contingent consideration to be re-measured each reporting period with changes in fair value reported in net income. In addition, a portion of the consideration totaling $143.5 million was allocated to intangible assets, which is amortized over 25 years. We exclude changes in fair value of contingent consideration and amortization of intangible assets arising from the Ceres Acquisition when calculating our non-GAAP financial measurements as these items are not core to our operating business. · Other items: Losses related to convertible notes transactions, changes in deferred tax asset valuation allowance, acquisition-related costs, imputed interest on our payable to Gold Bullion Holdings (Jersey) Limited (“GBH”) and gains and losses recognized on our investments are excluded when calculating our non-GAAP financial measurements. 44 Table of Contents Three Months Ended Mar. 31, 2026 Mar. 31, 2025 Adjusted Net Income and Diluted Earnings per Share: Net (loss)/income, as reported $ (23,131 ) $ 24,629 Add back: Losses related to convertible notes transactions, net of income taxes 62,280 — Deduct: Tax windfalls upon vesting of stock-based compensation awards (4,421 ) (2,083 ) Add back: Increase in fair value of contingent consideration, net of income taxes 1,940 — Add back: Acquisition-related costs, net of income taxes 1,933 — Add back: Amortization of intangible assets arising from the Ceres Acquisition, net of income taxes 1,087 — Add back: Losses on financial instruments owned, net of income taxes 668 333 (Deduct)/add back: Foreign currency remeasurement (gains)/losses on U.S. dollar balances, net of income taxes (435 ) — Add back/(deduct): Losses/(gains) recognized on investments, net of income taxes 342 (239 ) Add back: Imputed interest on payable to GBH, net of income taxes 179 344 Add back: Increase in deferred tax asset valuation allowance on financial instruments owned and investments 151 30 Adjusted net income $ 40,593 $ 23,014 Deduct: Income distributed to participating securities — — Deduct: Undistributed income allocable to participating securities — (22 ) Adjusted net income available to common stockholders $ 40,593 $ 22,992 Weighted average diluted shares, excluding participating securities (in thousands) (See Note 18 to our Consolidated Financial Statements) 152,372 146,379 Adjusted earnings per share — diluted $ 0.27 $ 0.16 Liquidity and Capital Resources The following table summarizes key data regarding our liquidity, capital resources and use of capital to fund our operations: March 31, 2026 December 31, 2025 Balance Sheet Data (in thousands): Cash, cash equivalents and restricted cash $ 625,505 $ 311,732 Financial instruments owned, at fair value 65,237 107,117 Accounts receivable 66,112 64,452 Total: Liquid assets 756,854 483,301 Less: Consideration payable – AH Acquisition (200,000 ) — Less: Total current liabilities (168,129 ) (282,056 ) Less: Other assets — seed capital (WisdomTree Digital Funds) (17,193 ) (19,327 ) Less: Regulatory capital requirements (40,027 ) (38,861 ) Total: Available liquidity $ 331,505 $ 143,057 Three Months Ended March 31, 2026 2025 Cash Flow Data (in thousands): Operating cash flows $ 17,957 $ 6,370 Investing cash flows 38,639 (214 ) Financing cash flows 258,775 (19,208 ) Foreign exchange rate effect (1,598 ) 2,234 Increase/(decrease) in cash, cash equivalents and restricted cash $ 313,773 $ (10,818 ) Liquidity We consider our available liquidity to be our liquid assets, less our current liabilities, seed capital in WisdomTree Digital Funds and regulatory capital requirements of certain of our subsidiaries. Liquid assets consist of cash, cash equivalents and restricted cash, financial instruments owned, at fair value, accounts receivable and securities held-to-maturity. Our financial instruments owned, at fair value are highly liquid investments. Accounts receivable are current assets and primarily represent receivables from advisory fees we earn from our ETPs. Our current liabilities consist primarily of payments owed to vendors and third parties in the normal course of business and accrued incentive compensation for employees. 45 Table of Contents Cash, cash equivalents and restricted cash increased by $313.8 million during the three months ended March 31, 2026 due to $603.75 million of proceeds from the issuance of the 2031 Notes, $45.6 million of proceeds from the sale of financial instruments owned, at fair value, and $18.0 million provided from operating activities. These increases were partly offset by $302.7 million used to repurchase a portion of the 2026 Notes and the 2029 Notes, $25.0 million used to repurchase our common stock, $12.6 million used to pay convertible notes issuance costs, $6.0 million used to purchase financial instruments owned, at fair value, $4.7 million used to pay dividends, $1.0 million used to pay for software development and $1.6 million from other activities. Cash, cash equivalents and restricted cash decreased by $10.8 million during the three months ended March 31, 2025 due to $12.7 million used to repurchase our common stock, $4.6 million used to pay dividends, $1.9 million of excise tax paid on common stock repurchased and $0.6 million used to pay for software development. These decreases were partly offset by $6.4 million provided from operating activities, $0.4 million of proceeds from the sale of financial instruments owned, at fair value and $2.2 million from other activities. Convertible Notes We have the following convertible notes outstanding as of March 31, 2026: · $75.0 million in aggregate principal amount of the 2026 Notes; · $70.0 million in aggregate principal amount of the 2029 Notes; · $475.0 million in aggregate principal amount of 4.625% Convertible Senior Notes due 2030 (the “2030 Notes”); and · $603.75 million 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 us and U.S. Bank Trust Company, National Association, as trustee (either initially or as successor to U.S. Bank National Association, the “Trustee”), in private offerings to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In connection with the issuance of the 2031 Notes, we exchanged $75.0 million in aggregate principal amount of the 2026 Notes for 6,807,374 shares of common stock and $275.0 million in aggregate principal amount of the 2029 Notes for $302.7 million in cash and 4,192,620 shares of common stock. As a result of these transactions, during the three months ended March 31, 2026, we recognized a loss totaling $62.3 million, comprised of a $16.9 million loss on extinguishment associated with the repurchase of the 2026 Notes and a $45.4 million inducement expense related to the repurchase of the 2029 Notes, which was accounted for as an induced conversion. As of March 31, 2026, we had an aggregate principal amount of $1,223.75 million 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 our common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment. · Conversion: Holders may convert at their option at any time prior to the close of business on the business day immediately preceding 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 our common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the respective Convertible Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of our common stock and the conversion rate on each such trading day; (iii) upon a notice of redemption delivered by us in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after 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. 46 Table of Contents · Cash settlement of principal amount: Upon conversion, we will pay cash up to the aggregate principal amount of the Convertible Notes to be converted. At our election, we will also settle the conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in either cash, shares of our common stock or a combination of cash and shares of our common stock. · Redemption dates: We may redeem for cash all or any portion of the Convertible Notes, at our 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 our common stock has been at least 130% of the conversion price for the respective Convertible Notes then in effect for at least 20 trading days, including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. No sinking fund is provided for the Convertible Notes. · Limited investor put rights: Holders of the Convertible Notes have the right to require us to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events. · 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 our 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 our 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 our 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. Capital Resources Our principal source of financing is our operating cash flow. We believe that current cash flows generated by our operating activities and existing cash balances should be sufficient for us to fund our operations for the foreseeable future. Our ability to satisfy our contractual obligations as they arise are discussed in the section titled “Contractual Obligations” below. Use of Capital Our business does not require us to maintain a significant cash position. However, certain of our subsidiaries are required to maintain a minimum level of regulatory capital, which at March 31, 2026 was approximately $40.0 million in the aggregate. Notwithstanding these regulatory capital requirements, we expect that our main uses of cash will be to fund the ongoing operations of our business. We also maintain a capital return program which includes a $0.03 per share quarterly cash dividend and authority to purchase our common stock through April 27, 2028, including purchases to offset future equity grants made under our equity plans and purchases made in open market or privately negotiated transactions. During the three months ended March 31, 2026, we repurchased 1,521,334 shares of our common stock under the repurchase program for an aggregate cost of $25.0 million. Currently, approximately $225.0 million remains under this program for future purchases. 47 Table of Contents Contractual Obligations Acquisition of Atlantic House On March 13, 2026, we and the Buyer entered into the AH Purchase Agreement with Sellers, the EBT Trustee and the Individual Guarantor (each as defined in the AH Purchase Agreement), pursuant to which the Buyer agreed to the AH Acquisition, subject to the terms and conditions set forth therein. On May 1, 2026, the Buyer completed the AH Acquisition for £150.0 million (approximately $200.0 million) in cash subject to customary post-closing adjustments to cash, indebtedness and working capital. Convertible Notes We currently have $1,223.75 million in aggregate principal amount of Convertible Notes outstanding, of which $75.0 million, $70.0 million, $475.0 million and $603.75 million are scheduled to mature on June 15, 2026, August 15, 2029, August 15, 2030 and October 1, 2031, in respect of the 2026 Notes, the 2029 Notes, the 2030 Notes and the 2031 Notes, respectively, unless earlier converted, repurchased or redeemed. Conditional conversions or a requirement to repurchase the Convertible Notes upon the occurrence of a fundamental change may accelerate payment. The Convertible Notes require cash settlement of up to the principal amount, while settlement of the conversion obligation in excess of the aggregate principal amount may be satisfied in either cash, shares of our common stock or a combination of cash and shares of our common stock. We may settle and/or refinance these obligations when due. See the section titled “Convertible Notes” above for additional information. Contingent Consideration Pursuant to the Ceres Purchase Agreement, up to $225.0 million of additional consideration is payable in 2030, contingent upon Ceres achieving a compound annual growth rate (“CAGR”) in revenue of 12% to 22% during the earnout measurement period of January 1, 2025 through December 31, 2029, as follows: · If the revenue CAGR for the earnout period is equal to or less than 12%, then the aggregate amount of the earnout consideration 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 $225.0 million; 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 $225.0 million. We have determined that the earnout should be classified as contingent consideration as (i) continuing employment is not a condition for payment (except as described below), (ii) non-employee sellers are entitled to similar payments based upon their relative ownership percentages and (iii) the payment formula described above is tied to the valuation of the acquired business. Under ASC 805, contingent consideration must be recognized at the acquisition date as part of the consideration transferred for the acquired business. The fair value of the contingent consideration at March 31, 2026 was $14.4 million. In connection with the Ceres Acquisition, the sellers established a retention bonus plan for certain Ceres employees pursuant to which the greater of $3.05 million or 10% of any earnout consideration in excess of $50.0 million will be forfeited by the sellers and paid to participating employees, contingent upon continued employment through earnout payment date. Any amounts forfeited due to employee attrition revert to the sellers. This compensation will be recognized over the service period with an equal and offsetting receivable from the sellers. Payable to GBH On November 20, 2023, we repurchased our Series C Preferred Stock from GBH for aggregate cash consideration of approximately $84.4 million. Under the terms of the transaction, we paid GBH $40 million on the closing date, with the remainder of the purchase price payable in equal, interest-free installments on the first, second and third anniversaries of the closing date, of which $69.6 million has been paid to date. The implied price per share was $6.02 when considering the interest-free financing element of the transaction. Operating Leases Total future minimum lease payments with respect to our operating lease liabilities were $3.4 million at March 31, 2026. Cash flows generated by our operating activities and existing cash balances should be sufficient to satisfy the future minimum lease payments. See Note 12 to our Consolidated Financial Statements for additional information. 48 Table of Contents Off-Balance Sheet Arrangements We do not have any off-balance sheet financing or other arrangements and have neither created nor are party to any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business. Critical Accounting Policies and Estimates Business Combinations We account for business combinations under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations, which requires an allocation of the consideration paid by us to the identifiable assets, intangible assets and liabilities based on the estimated fair values as of the closing date of the acquisition. Contingent consideration obligations that are elements of consideration transferred are recognized at the acquisition date as part of the fair value transferred in exchange for the acquired business and are remeasured to fair value each reporting period. The excess of the fair value of purchase price over the fair values of the identifiable assets, intangible assets and liabilities is recorded as goodwill. Goodwill and Intangible Assets Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date. We test 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. We test goodwill for impairment at the reporting unit level and have determined that we have a single reporting unit, consistent with our single operating segment. Goodwill is assessed for impairment annually on November 30 th . When performing our goodwill impairment test, we consider a qualitative assessment, when appropriate, and the market approach and our market capitalization when determining the fair value of the reporting unit. The results of our most recent analysis indicated no impairment based upon a quantitative assessment. Indefinite-lived intangible assets are tested for impairment at least annually and are 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 value is less than their carrying value. We may rely on a qualitative assessment when performing our 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 our intangible assets is November 30 th . The results of our most recent analysis identified no indicators of impairment to be recognized based upon a quantitative assessment (discounted cash flow analysis) which relied upon significant unobservable inputs including projected revenue growth rates of 3.0% and a weighted average cost of capital of 9.0%. Investments We account for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed within Accounting Standards Codification Topic 321, Investments – Equity Securities , 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. See Note 7 to our Consolidated Financial Statements for information. Investments in debt instruments are accounted for at fair value, with changes in fair value reported in other income/(expenses). Revenue Recognition We earn a significant portion of our revenues in the form of advisory fees from our ETPs and recognize this revenue over time, as the performance obligation is satisfied. Advisory fees are based on a percentage of the ETPs’ average daily net assets. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which we have a right to invoice. We earn management fees in exchange for Ceres providing investment advisory and other management services to Ceres Farms. Management fees are generally calculated as a stated percentage of members’ capital account balances as of the last day of each calendar quarter, subject to adjustment for any contractual waivers as well as contributions and redemptions arising in any particular quarter. Management fees are recognized as revenue over time, as the performance obligation is satisfied. 49 Table of Contents We earn performance fees based on a specified percentage of Ceres Farms’ net profits, subject to contractual fee waivers, high-water marks and loss recovery requirements. Performance fees are earned only after members have recovered prior losses and applicable thresholds have been met. Performance fee revenues are recognized when it is probable that a significant reversal of cumulative revenues recognized will not occur, which generally occurs upon the determination of fund profits that are no longer subject to clawback or reversal under the governing agreements. Other revenues are earned from swap providers associated with certain of our European listed ETPs, the nature of which are based on a percentage of the ETPs’ average daily net assets. We also earn transaction-based income on flows associated with certain European listed ETPs. There is no significant judgment in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which we have a right to invoice.