What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-05 compared with 2026-05-06 · 419 added, 571 removed, 214 unchanged (82% of the section changed)

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.

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

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.

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.

As of June 30, 2026, we managed approximately $162.9 billion in AUM.

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

Our offerings also include private assets, with a primary focus on farmland investments, as well as active investment strategies focused on defined outcome and derivatives-driven solutions.

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.

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:

We offer ETPs covering equities, commodities and currency, fixed income, alternatives, leveraged-and-inverse, private assets and cryptocurrency.

The chart below sets forth the asset mix of our ETPs at June 30, 2026, March 31, 2026 and June 30, 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.

weakened 2.4%, 2.0% and 2.2% versus the euro, British pound and Japanese yen, respectively, during the quarter.

Global financial markets recovered strongly during the second quarter of 2026 as geopolitical tensions moderated and investor risk appetite improved.

Equity markets were led higher by technology-related companies, supported by continued investment in artificial intelligence and resilient corporate earnings.

Fixed income markets remained focused on inflation and the outlook for monetary policy, with government bond yields remaining elevated amid ongoing uncertainty around future interest rate movements.

Commodities retreated from first-quarter highs as energy prices declined, although geopolitical developments continued to present uncertainty for global markets.

During the quarter, the S&P 500, MSCI EAFE Index (local currency), MSCI EMU Index (local currency), MSCI Japan Index (local currency) and MSCI Emerging Markets Index (U.S.

dollar) increased by 15.2%, 11.8%, 15.8%, 16.7% and 24.1%, respectively, while gold prices decreased by 12.6%.

dollar strengthened 0.7% and 1.4% versus the euro and Japanese yen, respectively, and weakened 0.1% versus the British pound during the quarter.

Listed ETF Industry Flows

listed ETF industry net flows were $405.2

billion for the three months ended March 31, 2026.

equity and fixed income gathered the majority of those flows.

listed ETF industry net flows were $545.9 billion for the three months ended June 30, 2026.

equity, fixed income and international equity gathered the majority of those flows.

European Listed ETP Industry Flows

European listed ETP industry net flows were

$93.6 billion for the three months ended March 31, 2026.

European listed ETP industry net flows were $99.6 billion for the three months ended June 30, 2026.

Equity and fixed income gathered the majority of those flows.

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.

We operate as an ETP sponsor and asset manager, providing investment advisory services globally through our subsidiaries in the U.S.

The AUM of our U.S.

listed exchange traded funds,

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.

listed exchange traded funds, or U.S.

listed ETFs, increased from $90.9 billion at March 31, 2026 to $99.0 billion at June 30, 2026 due to market appreciation and net inflows.

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.

The AUM of our European listed (including internationally cross-listed) ETPs, or European listed ETPs, increased from $58.8 billion at March 31, 2026 to $61.1 billion at June 30, 2026 due to $4.1 billion of AUM arising from the acquisition of Atlantic House Holdings Limited (“Atlantic House”) and net inflows, partly offset by market depreciation.

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.

The AUM of our digital assets products decreased from $867 million at March 31, 2026 to $761 million at June 30, 2026 due to net outflows.

Substantially all Q2 2026 outflows were from 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.

The AUM of our private assets products was essentially unchanged from March 31, 2026.

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.

The following table sets forth our revenues and net (loss)/income for the most recent five quarters.

· Revenues – Total revenues increased 57.3% from the three months ended June 30, 2025 to $177.2 million in the comparable period in 2026, driven by higher average AUM, a higher average advisory fee, revenues arising from the acquisitions of Ceres Partners, LLC (“Ceres”) and Atlantic House, and increased other revenues from our European listed ETPs.

· Expenses – Total operating expenses increased 35.1% from the three months ended June 30, 2025 to $105.3 million in the comparable period in 2026 primarily due to higher incentive compensation and headcount, as well as increased fund management and administration expenses, intangible asset amortization related to the Ceres and Atlantic House acquisitions and third-party distribution fees.

· Other Income/(Expenses) – Other income/(expenses) includes interest income and interest expense, loss on repurchase of convertible notes, impairments and other items.

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.

· Net income – We reported net income of $44.3 million and $24.8 million during the three months ended June 30, 2026 and 2025, respectively.

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.

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 Atlantic House 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.

We define gross margin as total operating revenues less fund management

and administration expenses.

Discretionary spending includes marketing, sales, professional fees, occupancy and equipment, depreciation and amortization and other expenses.

During the six months ended June 30, 2026, our discretionary spending was $40.8 million.

We currently estimate our discretionary spending for the year ending December 31, 2026 to range from $83.0 million to $89.0 million (unchanged from our guidance provided last quarter).

Not included in the guidance above is intangible amortization arising from the Ceres and Atlantic House acquisitions, of which $4.0 million was recognized during the six months ended June 30, 2026.

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.

Our gross margin was 83.6% during the six months ended June 30, 2026.

For the year ending December 31, 2026, we currently estimate that our gross margin percentage will be 83.0% to 84.0% (unchanged from our guidance provided last quarter).

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.

We currently estimate third-party distribution expense to be approximately $20.0 million to $24.0 million for the year ending December 31, 2026 (unchanged from our guidance provided last quarter).

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.

We currently estimate our interest expense for the year ending December 31, 2026 to be $54.0 million (unchanged from our guidance provided last quarter) 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

We currently estimate our interest income for the year ending December 31, 2026 to be $8.0 million (previously $10.0 million), reflecting the allocation of a portion of our interest-earning assets to stock repurchases.

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.

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 (unchanged from our guidance provided last quarter).

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.

We currently estimate our weighted average diluted shares to be between 152.0 million and 155.0 million for the third and fourth quarters of 2026 (previously 154.0 million shares).

This guidance reflects stock repurchases of 1.5 million shares during the three months ended June 30, 2026 and also contemplates incremental shares associated with our Convertible Notes, assuming a stock price approximating recent levels.

While our Convertible Notes require principal to be paid in cash, our diluted shares would need to be increased for any incremental shares associated with an exercise of the conversion option if our stock price exceeds the applicable conversion price of our Convertible Notes of $19.15 per share for the 4.625% Convertible Senior Notes due 2030 and $21.58 per share for the 4.50% Convertible Senior Notes due 2031.

Key Operating Statistics

The following table presents key operating statistics

that serve as indicators for the performance of our business:

Three Months Ended

The following table presents key operating statistics that serve as indicators for the performance of our business:

Three Months Ended Six Months Ended

GLOBAL PRODUCTS ($ in millions )

1 unchanged sentence

Digital assets— Jan.

Assets acquired—Ceres Acquisition

Inflows/(outflows)

1, 2025 — — — — 32

Assets acquired—Atlantic House acquisition 4,137 — — 4,137 —

Inflows 3,062 5,934 3,529 8,996 6,581

Market appreciation 3,154 2,097 6,754 5,251 9,678

1 unchanged sentence

Average assets during the period $ 164,150 $ 154,663 $ 119,185 $ 159,407 $ 116,904

Average advisory fee during the period

Average ETPs and tokenized products during the period $ 162,151 $ 152,716 $ 119,185 $ 157,434 $ 116,904

Average ETP advisory fee during the period 0.36 % 0.36 % 0.35 % 0.36 % 0.35 %

Total revenue yield 0.43 % 0.42 % 0.38 % 0.43 % 0.43 %

Revenue days 91 90 91 181 181

Number of products—end of the period 451 414 383 451 383

2 unchanged sentences

Beginning of period assets $ 90,946 $ 88,521 $ 80,531 $ 88,521 $ 79,095

Inflows/(outflows)

Market (depreciation)/appreciation

Inflows 1,079 2,643 1,110 3,722 2,957

Market appreciation/(depreciation) 6,989 (218 ) 3,538 6,771 3,127

End of period assets $ 99,014 $ 90,946 $ 85,179 $ 99,014 $ 85,179

3 unchanged sentences

Beginning of period assets $ 58,758 $ 53,345 $ 35,124 $ 53,345 $ 30,684

Market appreciation

Assets acquired—Atlantic House acquisition 4,137 — — 4,137 —

Inflows 2,088 3,118 2,201 5,206 3,305

Market (depreciation)/appreciation (3,877 ) 2,295 3,216 (1,582 ) 6,552

End of period assets $ 61,106 $ 58,758 $ 40,541 $ 61,106 $ 40,541

4 unchanged sentences

Digital assets— Jan.

Market depreciation

1, 2025 — — — — 32

(Outflows)/inflows (110 ) 98 218 (12 ) 319

Market appreciation/(depreciation) 4 (1 ) — 3 (1 )

End of period assets $ 761 $ 867 $ 350 $ 761 $ 350

3 unchanged sentences

Beginning of period assets $ 1,985 $ 1,889 $ — $ 1,889 $ —

Assets acquired—Ceres Acquisition

Inflows 5 75 — 80 —

Market appreciation 38 21 — 59 —

2 unchanged sentences

Number of products—end of the period 2 1 — 2 —

Three Months Ended Six Months Ended

ETPs AND TOKENIZED PRODUCT CATEGORIES ($ in millions )

1 unchanged sentence

Digital assets— Jan.

Market (depreciation)/appreciation

1, 2025 — — — — 9

Inflows 478 354 1,287 832 2,250

Market appreciation/(depreciation) 4,401 (270 ) 1,702 4,131 944

End of period assets $ 46,390 $ 41,511 $ 38,617 $ 46,390 $ 38,617

Average assets during the period $ 44,894 $ 42,394 $ 36,080 $ 43,643 $ 36,179

Three Months Ended

Commodity & Currency

1 unchanged sentence

Digital assets— Jan.

1, 2025 — — — — 1

Inflows/(outflows) 1,890 35 (110 ) 1,925 (269 )

Market appreciation

Market (depreciation)/appreciation (4,614 ) 3,295 1,319 (1,319 ) 5,058

End of period assets $ 37,586 $ 40,310 $ 26,696 $ 37,586 $ 26,696

2 unchanged sentences

Beginning of period assets $ 29,186 $ 25,616 $ 18,178 $ 25,616 $ 17,602

Inflows 727 3,495 1,646 4,222 2,120

Market appreciation 2,287 75 1,901 2,362 2,003

3 unchanged sentences

Digital assets— Jan.

1, 2025 — — — — 21

Inflows/(outflows) 320 1,272 148 1,592 2,240

Market appreciation/(depreciation)

Market (depreciation)/appreciation (57 ) 49 165 (8 ) 239

End of period assets $ 22,658 $ 22,395 $ 22,543 $ 22,658 $ 22,543

2 unchanged sentences

Beginning of period assets $ 10,143 $ 10,643 $ 9,985 $ 10,643 $ 10,468

Market (depreciation)/appreciation

(Outflows)/inflows (106 ) (206 ) 28 (312 ) (417 )

Market appreciation/(depreciation) 1,242 (294 ) 944 948 906

End of period assets $ 11,279 $ 10,143 $ 10,957 $ 11,279 $ 10,957

Average assets during the period $ 11,188 $ 10,902 $ 10,295 $ 11,045 $ 10,184

Leveraged & Inverse

Beginning of period assets $ 1,580 $ 1,379 $ 593 $ 1,379 $ 510

Inflows/(outflows)

Assets acquired—Atlantic House acquisition 4,137 — — 4,137 —

Inflows 31 207 191 238 291

Market (depreciation)/appreciation (40 ) (6 ) 30 (46 ) 13

1 unchanged sentence

Average assets during the period $ 4,462 $ 1,620 $ 665 $ 3,041 $ 610

Cryptocurrency

Leveraged & Inverse

Beginning of period assets $ 3,663 $ 3,275 $ 2,133 $ 3,275 $ 1,924

Digital Assets—Jan.

Inflows/(outflows)

Market depreciation

(Outflows)/inflows (354 ) 565 141 211 257

Market appreciation/(depreciation) 155 (177 ) 357 (22 ) 450

End of period assets $ 3,464 $ 3,663 $ 2,631 $ 3,464 $ 2,631

Average assets during the period $ 3,772 $ 3,785 $ 2,354 $ 3,779 $ 2,219

Cryptocurrency

Beginning of period assets $ 1,783 $ 2,242 $ 1,553 $ 2,242 $ 1,912

Digital assets— Jan.

1, 2025 — — — — 1

Inflows 71 137 198 208 109

Market (depreciation)/appreciation (258 ) (596 ) 336 (854 ) 65

1 unchanged sentence

Average assets during the period $ 1,895 $ 2,021 $ 1,800 $ 1,958 $ 1,850

_____________________________

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

Previously issued statistics may be restated

due to fund closures and trade adjustments.

Three Months Ended March 31, 2026 Compared to Three Months Ended

March 31, 2025

Headcount 414 357 321 414 321

Previously issued statistics may be restated due to fund closures and trade adjustments.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Selected Operating and Financial Information

Three Months Ended

2026 2025 Change Change

AUM (in millions)

Average AUM $ 164,150 $ 119,185 $ 44,965 37.7%

Operating Revenues (in thousands)

Advisory fees $ 146,300 $ 103,241 $ 43,059 41.7%

Management fees

Performance fees

Management fees 5,369 — 5,369 n/a

Performance fees 5,964 — 5,964 n/a

Other revenues 19,527 9,380 10,147 108.2%

2 unchanged sentences

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

Our average advisory fee was 0.35% during the three months ended March 31, 2025 and 0.36% during the comparable period in 2026.

Advisory fee revenues increased 41.7% from $103.2 million during the three months ended June 30, 2025 to $146.3 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 June 30, 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.

Management fees were $5.4 million during the three months ended June 30, 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, LLC and Ceres Farms Fund II, LP (collectively, the “Ceres Funds”).

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.

Performance fees were $6.0 million during the three months ended June 30, 2026 as a result of the Ceres acquisition.

We earn performance fees based on a specified percentage of the Ceres Funds’ 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

Other revenues increased 108.2% from $9.4 million during the three months ended June 30, 2025 to $19.5 million during the comparable period in 2026 due to revenues arising from the Atlantic House acquisition, which was completed in May 2026, and higher other revenues attributable to our European listed ETPs.

Operating Expenses

Three Months Ended

June 30, Percent

(in thousands) 2026 2025 Change Change

Compensation and benefits $ 43,718 $ 32,827 $ 10,891 33.2 %

7 unchanged sentences

Acquisition-related costs 1,118 1,967 (849 ) (43.2 %)

Other 4,162 2,982 1,180 39.6 %

Total operating expenses $ 105,349 $ 77,989 $ 27,360 35.1 %

Percent of Revenues:

Three Months Ended

As a Percent of Revenues:

Compensation and benefits 24.8 % 29.2 %

7 unchanged sentences

Acquisition-related costs 0.6 % 1.7 %

Other 2.3 % 2.6 %

Total operating expenses 59.5 % 69.2 %

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.

Compensation and benefits expense increased 33.2% from $32.8 million during the three months ended June 30, 2025 to $43.7 million in the comparable period in 2026 due to increased headcount driven in part by the Ceres and Atlantic House acquisitions.

Headcount was 321 and 414 at June 30, 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.

Fund management and administration expense increased 42.2% from $21.3 million during the three months ended June 30, 2025 to $30.2 million in the comparable period in 2026 primarily due to higher average AUM.

We had 81 U.S.

listed ETFs, 280 European listed ETPs and 17 tokenized products at March 31, 2025 compared to 90

listed ETFs, 306 European listed ETPs, 19 tokenized products and one private assets product at March 31, 2026.

listed ETFs, 285 European listed ETPs and 17 tokenized products at June 30, 2025 compared to 92 U.S.

listed ETFs, 338 European listed ETPs, 19 tokenized products and two private assets products at June 30, 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.

Marketing and advertising expense increased 13.3% from $5.3 million during the three months ended June 30, 2025 to $6.0 million in the comparable period in 2026 primarily due to higher spend related to our European listed products.

Sales and business development

Sales and business development expense was essentially

unchanged from the three months ended March 31, 2025.

Sales and business development expense increased 16.7% from $4.2 million during the three months ended June 30, 2025 to $4.9 million in the comparable period in 2026 primarily due to increased spending on market data and sales tools.

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.

Professional fees expense increased 29.0% from $3.2 million during the three months ended June 30, 2025 to $4.1 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.

Occupancy, communications and equipment expense increased 43.0% from $1.6 million during the three months ended June 30, 2025 to $2.2 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.

Depreciation and amortization expense increased 488.8% from $0.6 million during the three months ended June 30, 2025 to $3.4 million in the comparable period in 2026 primarily due to amortization of intangible assets arising from the Ceres and Atlantic House acquisitions.

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.

Third-party distribution fees increased 32.3% from $4.1 million during the three months ended June 30, 2025 to $5.4 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 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

During the three months ended June 30, 2026, we recorded $1.1 million of acquisition-related costs related to the Atlantic House acquisition.

Other expenses increased 39.6% from $3.0 million during the three months ended June 30, 2025 to $4.2 million in the comparable period in 2026 due to conferences, travel and office related expenses.

Other Income/(Expenses)

Three Months Ended

(in thousands) 2026 2025 Change Change

Interest expense $ (14,852 ) $ (5,490 ) $ (9,362 ) 170.5 %

Interest income 3,203 2,090 1,113 53.3 %

Loss on repurchase of convertible notes (6,623 ) — (6,623 ) n/a

Remeasurement of contingent consideration (1,360 ) — (1,360 ) n/a

Other gains, net 6,368 638 5,730 898.1 %

Total other expenses, net $ (13,264 ) $ (2,762 ) $ (10,502 ) 380.2 %

Three Months Ended

As a Percent of Revenues:

Interest expense (8.4 %) (5.0 %)

Interest income 1.8 % 1.9 %

Loss on repurchase of convertible notes (3.7 %) —

Remeasurement of contingent consideration (0.8 %) —

Loss on extinguishment of convertible notes

Other losses, net

Other gains, net 3.6 % 0.6 %

Total other expenses, net (7.5 %) (2.5 %)

Percent of Revenues:

Interest expense

Interest expense increased 170.5% from $5.5 million during the three months ended June 30, 2025 to $14.9 million in the comparable period in 2026 due to a higher level of debt outstanding and higher interest rates.

Our effective interest rate during the three months ended June 30, 2025 and 2026 was 3.9% and 4.9%, respectively.

Interest income

Interest income increased 53.3% from $2.1 million during the three months ended June 30, 2025 to $3.2 million in the comparable period in 2026 due to a higher level of interest earning assets.

Loss on repurchase of convertible notes

During the three months ended June 30, 2026, we recognized a $6.6 million loss related to the repurchase of $51.9 million in aggregate principal amount of our 3.25% convertible senior notes due 2029 (the “2029 Notes”).

Remeasurement of contingent consideration

Loss on extinguishment of convertible notes

Other losses, net

Contingent consideration related to the Ceres acquisition increased from $14.4 million on March 31, 2026 to $15.8 million at June 30, 2026, resulting in a $1.4 million loss on remeasurement recognized during the three months ended June 30, 2026.

See Note 10 to our Consolidated Financial Statements for additional information.

Other gains, net

Other gains, net were $0.6 million and $6.4 million during the three months ended June 30, 2025 and 2026, respectively.

The three months ended June 30, 2026 includes a remeasurement gain of $4.4 million on British pounds held to complete the Atlantic House acquisition and a net gain of $2.9 million on our financial instruments owned.

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.

Our effective income tax rate for the second quarter of 2026 was 24.4%, resulting in income tax expense of $14.3 million.

The effective tax rate differs from the U.S.

federal statutory rate of 21.0% primarily due to non-deductible amounts associated with the repurchase of convertible notes.

Our effective income tax rate during the three months ended June 30, 2025 was 22.3%, resulting in income tax expense of $7.1 million.

The effective tax rate differs from the federal statutory rate of 21.0% primarily due to state and local income taxes, partly offset by a lower tax rate on foreign earnings.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Selected Operating and Financial Information

Six Months Ended

June 30, Percent

2026 2025 Change Change

AUM (in millions)

Average AUM $ 159,407 $ 116,904 $ 42,503 36.4%

Operating Revenues (in thousands)

Advisory fees $ 281,180 $ 202,790 $ 78,390 38.7%

Management fees 10,600 — 10,600 n/a

Performance fees 8,919 — 8,919 n/a

Other revenues 35,931 17,913 18,018 100.6%

Total revenues $ 336,630 $ 220,703 $ 115,927 52.5%

Operating Revenues

Advisory fees

Advisory fee revenues increased 38.7% from $202.8 million during the six months ended June 30, 2025 to $281.2 million in the comparable period in 2026 primarily due to higher average AUM and higher average advisory fee.

Our average advisory fee was 0.35% during the six months ended June 30, 2025 and 0.36% during the comparable period in 2026.

Management fees

Management fees were $10.6 million during the six months ended June 30, 2026 as a result of the Ceres acquisition, which was completed in October 2025.

Performance fees

Performance fees were $8.9 million during the six months ended June 30, 2026 as a result of the Ceres acquisition.

Other revenues

Other revenues increased 100.6% from $17.9 million during the six months ended June 30, 2025 to $35.9 million in the comparable period in 2026 due to revenues arising from the Atlantic House acquisition, which was completed in May 2026, and higher other revenues attributable to our European listed ETPs.

Operating Expenses

Six Months Ended

(in thousands) 2026 2025 Change Change

Compensation and benefits $ 91,235 $ 66,615 $ 24,620 37.0 %

Fund management and administration 55,109 41,966 13,143 31.3 %

Marketing and advertising 11,433 10,143 1,290 12.7 %

Sales and business development 9,135 8,369 766 9.2 %

Professional fees 7,406 5,959 1,447 24.3 %

Occupancy, communications and equipment 4,164 3,041 1,123 36.9 %

Depreciation and amortization 5,511 1,120 4,391 392.1 %

Third-party distribution fees 11,196 7,195 4,001 55.6 %

Acquisition-related costs 3,051 1,967 1,084 55.1 %

Other 7,229 5,534 1,695 30.6 %

Total operating expenses $ 205,469 $ 151,909 $ 53,560 35.3 %

Six Months Ended

As a Percent of Revenues:

Compensation and benefits 27.2 % 30.1 %

Fund management and administration 16.4 % 19.0 %

Marketing and advertising 3.4 % 4.6 %

Sales and business development 2.7 % 3.8 %

Professional fees 2.2 % 2.7 %

Occupancy, communications and equipment 1.2 % 1.4 %

Depreciation and amortization 1.6 % 0.5 %

Third-party distribution fees 3.3 % 3.3 %

Acquisition-related costs 0.9 % 0.9 %

Other 2.1 % 2.5 %

Total operating expenses 61.0 % 68.8 %

Compensation and benefits

Compensation and benefits expense increased 37.0% from $66.6 million during the six months ended June 30, 2025 to $91.2 million in the comparable period in 2026 due to higher incentive compensation and increased headcount driven in part by the Ceres and Atlantic House acquisitions.

Fund management and administration

Fund management and administration expense increased 31.3% from $42.0 million during the six months ended June 30, 2025 to $55.1 million in the comparable period in 2026 primarily due to higher average AUM.

Marketing and advertising

Marketing and advertising expense increased 12.7% from $10.1 million during the six months ended June 30, 2025 to $11.4 million in the comparable period in 2026 primarily due to higher related to our European and digital products.

Sales and business development

Sales and business development expense increased 9.2% from $8.4 million during the six months ended June 30, 2025 to $9.1 million in the comparable period in 2026 primarily due to increased spending on market data and sales tools.

Professional fees

Professional fees increased 24.3% from $6.0 million during the six months ended June 30, 2025 to $7.4 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 36.9% from $3.0 million during the six months ended June 30, 2025 to $4.2 million in the comparable period in 2026 primarily due to increased headcount.

Depreciation and amortization

Depreciation and amortization expense increased 392.1% from $1.1 million during the six months ended June 30, 2025 to $5.5 million in the comparable period in 2026 due to amortization of intangible assets arising from the Ceres and Atlantic House acquisitions.

Third-party distribution fees

Third-party distribution fees increased 55.6% from $7.2 million during the six months ended June 30, 2025 to $11.2 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 six months ended June 30, 2026, we recorded $3.1 million of acquisition-related costs related to the Atlantic House acquisition.

Other expenses increased 30.6% from $5.5 million during the six months ended June 30, 2025 to $7.2 million in the comparable period in 2026 due to conferences, travel and office related expenses.

Other Income/(Expenses)

Six Months Ended

June 30, Percent

(in thousands) 2026 2025 Change Change

Interest expense $ (25,875 ) $ (10,931 ) $ (14,944 ) 136.7 %

Interest income 5,795 3,987 1,808 45.3 %

Loss on repurchase of convertible notes (68,925 ) — (68,925 ) n/a

Remeasurement of contingent consideration (3,922 ) — (3,922 ) n/a

Other gains, net 5,731 388 5,343 1,377.1 %

Total other expenses, net $ (87,196 ) $ (6,556 ) $ (80,640 ) 1,230.0 %

Six Months Ended June 30,

As a Percent of Revenues:

Interest expense (7.6 %) (5.0 %)

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 1.7 % 1.8 %

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.

Loss on repurchase of convertible notes (20.5 %) —

Remeasurement of contingent consideration (1.2 %) —

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.

Other gains, net 1.7 % 0.2 %

Total other expenses, net (25.9 %) (3.0 %)

Interest expense

Interest expense increased 136.7% from $10.9 million during the six months ended June 30, 2025 to $25.9 million in the comparable period in 2026 due to a higher level of debt outstanding and higher average interest rate.

Our effective interest rate during the six months ended June 30, 2025 and 2026 was 3.9% and 4.6%, respectively.

Interest income

Interest income increased 45.3% from $4.0 million during the six months ended June 30, 2025 to $5.8 million in the comparable period in 2026 due to a higher level of interest-earning assets.

Loss on repurchase of convertible notes

During the six months ended June 30, 2026, we recognized a $68.9 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 3.25% convertible senior notes due 2026 (the “2026 Notes”) and $52.0 million inducement expense related to the repurchase of $326.9 million in aggregate principal amount of our 2029 Notes.

Remeasurement of contingent consideration

Contingent consideration related to the Ceres acquisition increased from $11.8 million on December 31, 2025 to $15.7 million at June 30, 2026, resulting in a $3.9 million loss on remeasurement recognized during the six months ended June 30, 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

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.

were partly offset by state and local income taxes and non-deductible executive compensation.

Other gains, net

Other gains, net were $0.4 million and $5.7 million during the six months ended June 30, 2025 and 2026, respectively.

This period includes a remeasurement gain of $4.4 million on British pounds held to complete the Atlantic House acquisition, net gains on our investments of $2.0 million, net losses on our financial instruments owned of $0.5 million and $0.5 million of foreign currency remeasurement losses on U.S.

dollars held by foreign subsidiaries.

Gains and losses also generally arise from the sale of gold earned on management fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items.

Our effective income tax rate for six months ended June 30, 2026 was 51.9%, resulting in an income tax expense of $22.8 million.

The effective tax rate differs from the federal statutory rate of 21.0% primarily due to non-deductible amounts associated with the repurchase of convertible notes, partly offset by tax windfalls associated with the vesting of stock-based compensation awards and a lower tax rate on foreign earnings.

Our effective income tax rate for the six months ended June 30, 2025 was 20.6%, resulting in an income tax expense of $12.8 million.

Our 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.

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.

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.

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.

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.

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

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.

Also excluded are remeasurement gains on British pounds held to complete the Atlantic House acquisition.

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.

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.

· Remeasurement of contingent consideration arising from the Ceres acquisition:

On October 1, 2025, we completed the Ceres acquisition for aggregate consideration consisting of (i) $275.0 million in cash payable at closing, subject to customary post-closing adjustments and (ii) contingent consideration of up to $225.0 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.

We exclude changes in fair value of contingent consideration 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.

Net Income and Diluted Earnings per Share:

Net (loss)/income, as reported

Losses related to convertible notes transactions, net of income

Tax windfalls upon vesting of stock-based compensation awards

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

Losses related to convertible notes transactions, amortization of intangible assets, 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.

Three Months Ended Six Months Ended

Adjusted Net Income and Diluted Earnings per Share:

Net income, as reported $ 44,284 $ 24,777 $ 21,153 $ 49,406

Losses related to convertible notes transactions, net of income taxes 6,572 — 68,852 —

Foreign currency remeasurement gains on British pounds held to complete the Atlantic House acquisition, net of income taxes (3,277 ) — (3,277 ) —

Gains on financial instruments owned, net of income taxes (2,143 ) (972 ) (1,475 ) (639 )

Amortization of intangible assets arising from the Ceres and Atlantic House acquisitions, net of income taxes 1,969 — 3,056 —

Decrease in deferred tax asset valuation allowance on capital losses (1,615 ) (459 ) (1,464 ) (429 )

Acquisition-related costs, net of income taxes 1,118 1,489 3,051 1,489

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

Losses on financial instruments owned, net of income taxes

(Deduct)/add back:

Foreign currency remeasurement (gains)/losses on U.S.

dollar balances, net of income taxes

Add back/(deduct):

Losses/(gains) recognized on investments, net of income taxes

Increase in fair value of contingent consideration, net of income taxes 1,030 — 2,970 —

Imputed interest on payable to GBH, net of income taxes 183 354 362 698

Increase in deferred tax asset valuation allowance on financial instruments owned and investments

Tax windfalls upon vesting of stock-based compensation awards (66 ) (4 ) (4,487 ) (2,087 )

Add back/(deduct):

Foreign currency remeasurement losses/(gains) on U.S.

dollar balances, net of income taxes 36 1,136 (399 ) 1,136

(Deduct)/add back:

(Gains)/losses recognized on investments, net of income taxes (11 ) (458 ) 331 (697 )

Adjusted net income $ 48,080 $ 25,863 $ 88,673 $ 48,877

Income distributed to participating securities

Undistributed income allocable to participating securities

Adjusted net income available to common stockholders

Weighted average diluted shares, excluding participating securities (in

thousands) (See Note 18 to our Consolidated Financial Statements)

Weighted average common shares—diluted 156,276 146,640 154,386 146,513

Adjusted earnings per share—diluted $ 0.31 $ 0.18 $ 0.57 $ 0.33

Liquidity and Capital Resources

The following table summarizes key data regarding

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

Sheet Data (in thousands):

The following table summarizes key data regarding our liquidity, capital resources and use of capital to fund our operations:

Balance Sheet Data (in thousands):

Cash, cash equivalents and restricted cash $ 294,814 $ 311,732

2 unchanged sentences

Liquid assets 407,301 483,301

Consideration payable – AH Acquisition

Total current liabilities (141,353 ) (282,056 )

2 unchanged sentences

Available liquidity $ 198,789 $ 143,057

Months Ended March 31,

Flow Data (in thousands):

Six Months Ended June 30,

Cash Flow Data (in thousands):

Operating cash flows $ 93,462 $ 45,176

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Foreign exchange rate effect (1,998 ) 7,523

Increase/(decrease) in cash, cash equivalents and restricted cash

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.

(Decrease)/increase in cash, cash equivalents and restricted cash $ (16,918 ) $ 12,482

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.

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.

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.

Accounts receivable are current assets and primarily represent receivables from advisory, management and performance fees we earn from our offerings.

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.

Cash, cash equivalents and restricted cash decreased by $16.9 million during the six months ended June 30, 2026 due to $510.2 million used to repurchase convertible notes, $197.5 million paid for the Atlantic House acquisition, $50.9 million used to repurchase our common stock, $12.9 million used to purchase financial instruments owned, at fair value, $12.6 million used to pay convertible notes issuance costs, $9.0 million used to pay dividends, $2.0 million decrease in cash flow due to changes in foreign exchange rates, $1.9 million used to pay for software development and $0.3 million from other activities.

These decreases were partly offset by $603.8 million of proceeds from the issuance of the 2031 Notes, $93.5 million provided from operating activities and $83.1 million of proceeds from the sale of financial instruments owned, at fair value.

Cash, cash equivalents and restricted cash increased by $12.5 million during the six months ended June 30, 2025 due to $45.2 million provided from operating activities, $7.5 million increase in cash flow due to changes in foreign exchange rates and $4.5 million of proceeds from the sale of financial instruments owned, at fair value.

These increases were partly offset by $15.8 million used to purchase financial instruments owned, at fair value, $12.7 million used to repurchase our common stock, $8.9 million used to pay dividends, $4.0 million used to purchase investments, $1.9 million of excise tax paid on common stock repurchased, $1.3 million used to pay for software development and $0.1 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;

We have the following convertible notes outstanding as of June 30, 2026:

· $18.1 million in aggregate principal amount of the 2029 Notes, to be redeemed in full for cash on September 2, 2026;

· $475.0 million in aggregate principal amount of 4.625% Convertible Senior Notes due 2030 (the “2030 Notes”);

· $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

Bank National Association, the “Trustee”), in private offerings to qualified institutional buyers pursuant to Rule

144A under the Securities Act of 1933, as amended.

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”).

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 in March 2026, 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.

Additionally, in June 2026, we retired the remaining $75.0 million in aggregate principal amount of the 2026 Notes and $51.9 million in aggregate principal amount of the 2029 Notes for cash of $120.1 million and $87.4 million, respectively.

As a result of these transactions, we recognized the following:

· During the three months ended June 30, 2026, we recognized a loss of $6.6 million arising from the repurchase of the 2029 Notes, which was accounted for as an induced conversion.

Additionally, $74.6 million was recorded as a reduction to equity as a result of this transaction, as well as the maturity of the remaining $75.0 million aggregate principal amount of the 2026 Notes;

· During the six months ended June 30, 2026, we recognized a loss of $68.9 million, comprised of a loss on extinguishment of $16.9 million associated with the repurchase of the 2026 Notes and a loss of $52.0 million arising from the repurchase of the 2029 Notes, which was accounted for as an induced conversion.

Additionally, $116.5 million was recorded as a reduction to equity resulting from these transactions, as well as the maturity of the remaining $75.0 million aggregate principal amount of the 2026 Notes.

As of June 30, 2026, we had an aggregate principal amount of $1,096.9 million outstanding of the 2029 Notes, the 2030 Notes and the 2031 Notes (collectively, the “Convertible Notes”).

Key terms of the Convertible Notes are as follows:

2029 Notes 2030 Notes 2031 Notes

Principal outstanding $ 18,103 $ 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

Issuance date August 13, 2024 August 14, 2025 March 30, 2026

Maturity date (unless earlier converted, repurchased or redeemed) August 15, 2029 August 15, 2030 October 1, 2031

Interest rate 3.25% 4.625% 4.50%

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· 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.

Payable semiannually in arrears 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.

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;

Holders may convert at their option at any time prior to the close of business on the business day immediately preceding May 15, 2029, May 15, 2030 and July 1, 2031 for 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.

On or after May 15, 2029, May 15, 2030 and July 1, 2031 in respect of 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, 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.

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:

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.

We may redeem for cash all or any portion of the Convertible Notes, at our option, on or after August 20, 2026, August 20, 2027 and April 6, 2028 in respect of the 2029 Notes, the 2030 Notes and the 2031 Notes, respectively, and on or prior to the 55th scheduled trading day with respect to the 2029 Notes and the 45th 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.

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.

In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 103.6269 shares, 75.7003 shares and 74.1282 shares of our common stock per $1,000 principal amount of the 2029 Notes, the 2030 Notes and the 2031 Notes, respectively (the equivalent of 82,588,501 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.

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

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.

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 is 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.

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.

However, certain of our subsidiaries are required to maintain a minimum level of regulatory capital, which at June 30, 2026 was approximately $48.1 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 June 30, 2026, we repurchased 1,489,990 shares of our common stock under the repurchase program for an aggregate cost of $25.9 million.

Currently, approximately $199.1 million remains under this program for future purchases.

Contractual Obligations

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.

We currently have $1,096.9 million in aggregate principal amount of Convertible Notes outstanding, of which $475.0 million and $603.75 million are scheduled to mature on August 15, 2030 and October 1, 2031, in respect of the 2030 Notes and the 2031 Notes, respectively, unless earlier converted, repurchased or redeemed.

In addition, the remaining $18.1 million in aggregate principal outstanding of the 2029 Notes will be redeemed in full for cash on September 2, 2026.

Conditional conversions or a requirement to repurchase the Convertible Notes upon the occurrence of a fundamental change may accelerate payment.

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

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.

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

· If the revenue CAGR for the earnout period is greater than 12% but less than 22%, then the aggregate amount of the earnout consideration

will be pro-rated using straight-line interpolation between $0 and $225.0 million;

· If the revenue CAGR for the earnout period is equal to or greater than 22%, then the aggregate amount of the earnout consideration

will be $225.0 million.

We have determined that the earnout should be

classified as contingent consideration as (i) continuing employment is not a condition for payment (except as described below), (ii) non-employee

sellers are entitled to similar payments based upon their relative ownership percentages and (iii) the payment formula described above

is tied to the valuation of the acquired business.

Under ASC 805, contingent consideration must be recognized at the acquisition date

as part of the consideration transferred for the acquired business.

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.

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;

· 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 June 30, 2026 was $15.8 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.

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.

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.

The carrying value of this obligation was $14.4 million at June 30, 2026.

Operating Leases

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.

to our Consolidated Financial Statements for additional information.

Total future minimum lease payments with respect to our operating lease liabilities were $3.1 million at June 30, 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.

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.

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

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

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.

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.

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 30th.

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%.

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).

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 30th.

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%.

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.

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

Progress is measured using the practical expedient under the

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

We earn management fees in exchange for Ceres

providing investment advisory and other management services to Ceres Farms.

Management fees are generally calculated as a stated percentage

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

as well as contributions and redemptions arising in any particular quarter.

Management fees are recognized as revenue over time, as the

performance obligation is satisfied.

We earn performance fees based on a specified

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

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

Performance fee revenues are recognized

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

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

Other revenues are earned from swap providers

associated with certain of our European listed ETPs, the nature of which are based on a percentage of the ETPs’ average daily net

We also earn transaction-based income on flows associated with certain European listed ETPs.

There is no significant judgment

in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal.

is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which we have

a right to invoice.

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.

We earn performance fees based on a specified percentage of the Ceres Funds’ 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 include amounts earned from swap providers associated with certain of our European-listed ETPs, which are generally based on a percentage of the ETPs’ average daily net assets, and transaction-based income associated with flows into certain European-listed ETPs.

We also earn revenue from Atlantic House’s managed models business, generally based on a percentage of assets under advisement, as well as structuring fees for bespoke investment solutions.

Revenue is recognized as the related services are performed.

Asset-based fees are recognized over time, based on assets under advisement or net assets.

Transaction-based revenues are recognized as the underlying transactions occur, while structuring fees are recognized upon issuance of the related structured product, at which point our performance obligation has been satisfied.

Amounts are generally invoiced monthly or quarterly in arrears.

We apply the practical expedient under the output method, recognizing revenue in the amount to which it has the right to invoice, as this corresponds directly with the value transferred to the customer.

There is no significant judgment in determining the transaction price, and the related revenues are not subject to significant reversal.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis