UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

Form 10-Q

________________________

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____to____.

Commission File Number 001-10932

________________________

WisdomTree, Inc.

(Exact name of registrant as specified in its charter)

________________________


Delaware	13-3487784
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

250 West 34^th Street 3^rd Floor New York, New York	10119
(Address of principal executive offices)	(Zip Code)

212-801-2080

(Registrant’s telephone number, including area code)

________________________

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	WT	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 6, 2025, there were 147,031,329 shares of the registrant’s Common Stock, $0.01 par value per share, outstanding.

WISDOMTREE, INC.

Form 10-Q

For the Quarterly Period Ended March 31, 2025

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION		4
ITEM 1.	FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	45
ITEM 4.	CONTROLS AND PROCEDURES	46
PART II: OTHER INFORMATION		46
ITEM 1.	LEGAL PROCEEDINGS	46
ITEM 1A.	RISK FACTORS	46
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	46
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	46
ITEM 4.	MINE SAFETY DISCLOSURES	47
ITEM 5.	OTHER INFORMATION	47
ITEM 6.	EXHIBITS	48

Unless otherwise indicated, references to “the Company,” “we,” “us,” “our” and “WisdomTree” mean WisdomTree, Inc. and its subsidiaries.

WisdomTree^®, WisdomTree Prime^®, WisdomTree Connect™ and Modern Alpha^® are trademarks of WisdomTree, Inc. in the United States and in other countries. All other trademarks are the property of their respective owners.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or Report, contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect our results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in the section entitled “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. If one or more of these or other risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Report and the documents that we reference in this Report and have filed with the U.S. Securities and Exchange Commission, or the SEC, as exhibits to this Report, completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements.

In particular, forward-looking statements in this Report may include statements about:

●

anticipated trends, conditions and investor sentiment in the global markets and exchange-traded products, or ETPs;

●

anticipated levels of inflows into and outflows out of our ETPs;

●

our ability to deliver favorable rates of return to investors;

●

competition in our business;

●

whether we will experience future growth;

●

our ability to develop new products and services and their potential for success;

●

our ability to maintain current vendors or find new vendors to provide services to us at favorable costs;

●

our ability to successfully implement our strategy relating to digital assets and blockchain-enabled financial services, including WisdomTree Prime and WisdomTree Connect, and achieve its objectives;

●

our ability to successfully operate and expand our business in non-U.S. markets;

●

the effect of laws and regulations that apply to our business; and

●

actions of activist stockholders.

The forward-looking statements in this Report represent our views as of the date of this Report. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. Therefore, these forward-looking statements do not represent our views as of any date other than the date of this Report.

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PART I: FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

WisdomTree, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Per Share Amounts)

	March 31, 2025		December 31, 2024
Assets	(unaudited)
Current assets:
Cash, cash equivalents and restricted cash (including $11,282 invested in the WisdomTree Government Money Market Digital Fund at March 31, 2025 and December 31, 2024) (Note 3)	$	170,373	$	181,191
Financial instruments owned, at fair value (including $78,590 and $78,540 invested in WisdomTree products at March 31, 2025 and December 31, 2024, respectively) (Note 5)		85,294		85,439
Accounts receivable (including $35,440 and $34,959 due from related parties at March 31, 2025 and December 31, 2024, respectively)		46,125		44,866
Income taxes receivable		3,400		—
Prepaid expenses		6,922		5,340
Other current assets		1,377		1,542
Total current assets		313,491		318,378
Fixed assets, net		302		336
Deferred tax assets, net (Note 18)		5,622		11,656
Investments (Note 6)		9,237		8,922
Right of use assets—operating leases (Note 10)		583		880
Goodwill (Note 20)		86,841		86,841
Intangible assets, net (Note 20)		606,034		605,896
Other noncurrent assets		746		631
Total assets	$	1,022,856	$	1,033,540
Liabilities and stockholders’ equity
Liabilities
Current liabilities:
Fund management and administration payable	$	34,513	$	31,135
Compensation and benefits payable		11,803		39,701
Payable to Gold Bullion Holdings (Jersey) Limited (“GBH”) (Note 9)		14,804		14,804
Income taxes payable		—		724
Operating lease liabilities (Note 10)		493		709
Accounts payable and other liabilities		20,251		22,124
Total current liabilities		81,864		109,197
Convertible notes (Note 8)		512,657		512,033
Payable to GBH (Note 9)		12,615		12,159
Operating lease liabilities (Note 10)		89		171
Total liabilities		607,225		633,560
Contingencies (Note 11)
Stockholders’ equity
Preferred stock, par value $0.01; 2,000 shares authorized		—		—
Common stock, par value $0.01; 400,000 shares authorized; issued and outstanding: 147,034 and 146,102 at March 31, 2025 and December 31, 2024, respectively		1,470		1,461
Additional paid-in capital		263,818		270,303
Accumulated other comprehensive income/(loss)		299		(1,607	)
Retained earnings		150,044		129,823
Total stockholders’ equity		415,631		399,980
Total liabilities and stockholders’ equity	$	1,022,856		1,033,540

The accompanying notes are an integral part of these consolidated financial statements.

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WisdomTree, Inc. and Subsidiaries

Consolidated Statements of Operations

(In Thousands, Except Per Share Amounts)

(Unaudited)

	Three Months Ended March 31,
	2025			2024
Operating Revenues:
Advisory fees	$	99,549		$	92,501
Other revenues		8,533			4,337
Total revenues		108,082			96,838
Operating Expenses:
Compensation and benefits		33,788			31,054
Fund management and administration		20,714			19,962
Marketing and advertising		4,813			4,408
Sales and business development		4,137			3,611
Professional fees		2,782			3,630
Occupancy, communications and equipment		1,482			1,210
Depreciation and amortization		540			383
Third-party distribution fees		3,112			2,307
Other		2,552			2,323
Total operating expenses		73,920			68,888
Operating income		34,162			27,950
Other Income/(Expenses):
Interest expense		(5,441	)		(4,128	)
Interest income		1,897			1,398
Other losses and gains, net		(250	)		2,592
Income before income taxes		30,368			27,812
Income tax expense		5,739			5,701
Net income	$	24,629		$	22,111
Earnings per share—basic	$	0.17		$	0.14
Earnings per share—diluted	$	0.17		$	0.13
Weighted-average common shares—basic		142,580			146,464
Weighted-average common shares—diluted		146,545			165,268
Cash dividends declared per common share	$	0.03		$	0.03

The accompanying notes are an integral part of these consolidated financial statements.

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WisdomTree, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In Thousands)

(Unaudited)

	Three Months Ended March 31,
	2025		2024
Net income	$	24,629	$	22,111
Other comprehensive income/(loss)
Foreign currency translation adjustment, net of income taxes		1,906		(359	)
Other comprehensive income/(loss)		1,906		(359	)
Comprehensive income	$	26,535	$	21,752

The accompanying notes are an integral part of these consolidated financial statements.

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WisdomTree, Inc. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

(In Thousands)

(Unaudited)

	Three Months Ended March 31, 2025
	Common Stock						Additional			Accumulated Other
	Shares Issued			Par Value			Paid-In Capital			Comprehensive Loss			Retained Earnings			Total
Balance—January 1, 2025		146,102		$	1,461		$	270,303		$	(1,607	)	$	129,823		$	399,980
Restricted stock issued and vesting of restricted stock units, net		2,214			22			(22	)		—			—			—
Shares repurchased		(1,282	)		(13	)		(12,701	)		—			—			(12,714	)
Stock-based compensation		—			—			6,238			—			—			6,238
Other comprehensive income		—			—			—			1,906			—			1,906
Dividends		—			—			—			—			(4,408	)		(4,408	)
Net income		—			—			—			—			24,629			24,629
Balance—March 31, 2025		147,034		$	1,470		$	263,818		$	299		$	150,044		$	415,631

	Three Months Ended March 31, 2024
	Common Stock						Additional			Accumulated Other
	Shares Issued			Par Value			Paid-In Capital			Comprehensive Loss			Retained Earnings			Total
Balance—January 1, 2024		150,330		$	1,503		$	312,440		$	(548	)	$	95,741		$	409,136
Restricted stock issued and vesting of restricted stock units, net		2,585			26			(26	)		—			—			—
Shares repurchased		(1,096	)		(11	)		(7,809	)		—			—			(7,820	)
Stock-based compensation		—			—			5,163			—			—			5,163
Other comprehensive loss		—			—			—			(359	)		—			(359	)
Dividends		—			—			—			—			(4,994	)		(4,994	)
Net income		—			—			—			—			22,111			22,111
Balance—March 31, 2024		151,819		$	1,518		$	309,768		$	(907	)	$	112,858		$	423,237

The accompanying notes are an integral part of these consolidated financial statements.

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WisdomTree, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

	Three Months Ended March 31,
	2025			2024
Cash flows from operating activities:
Net income	$	24,629		$	22,111
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
Advisory and license fees paid in gold, other precious metals and cryptocurrency		(15,373	)		(11,727	)
Stock-based compensation		6,238			5,163
Deferred income taxes		5,835			5,640
Amortization of issuance costs—convertible notes		624			375
Depreciation and amortization		540			383
Imputed interest on payable to GBH		455			666
Losses/(gains) on financial instruments owned, at fair value		440			(2,063	)
Amortization of right of use asset		326			324
Gains on investments		(316	)		(123	)
Changes in operating assets and liabilities:
Accounts receivable		(394	)		(4,243	)
Income taxes receivable/payable		(4,092	)		(2,723	)
Prepaid expenses		(1,522	)		(1,247	)
Gold and other precious metals		14,738			11,561
Other assets		(295	)		(79	)
Fund management and administration payable		3,150			2,659
Compensation and benefits payable		(28,056	)		(28,386	)
Operating lease liabilities		(325	)		(332	)
Accounts payable and other liabilities		(232	)		1,003
Net cash provided by/(used in) operating activities		6,370			(1,038	)
Cash flows from investing activities:
Purchase of financial instruments owned, at fair value		—			(2,500	)
Cash paid—software development		(577	)		(592	)
Purchase of fixed assets		(31	)		(66	)
Proceeds from the sale of financial instruments owned, at fair value		388			5,180
Other		6			6
Net cash (used in)/provided by investing activities		(214	)		2,028
Cash flows from financing activities:
Common stock repurchased		(12,714	)		(7,820	)
Dividends paid		(4,626	)		(4,997	)
Excise taxes paid on common stock repurchased		(1,868	)		—
Net cash used in financing activities		(19,208	)		(12,817	)
Increase/(decrease) in cash flow due to changes in foreign exchange rate		2,234			(552	)
Net decrease in cash, cash equivalents and restricted cash		(10,818	)		(12,379	)
Cash, cash equivalents and restricted cash—beginning of year		181,191			129,305
Cash, cash equivalents and restricted cash—end of period	$	170,373		$	116,926
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	4,042		$	2,769
Cash paid for interest	$	6,412		$	3,738

The accompanying notes are an integral part of these consolidated financial statements.

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WisdomTree, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(In Thousands, Except Share and Per Share Amounts)

1. Organization and Description of Business

WisdomTree, Inc., through its subsidiaries in the U.S. and Europe (collectively, “WisdomTree” or the “Company”), is a global financial innovator, offering a diverse suite of exchange-traded products (“ETPs”), models, solutions and products leveraging blockchain technology. Building on its heritage of innovation, the Company has introduced next-generation digital products and services, including blockchain-enabled mutual funds (“Digital Funds”) and tokenized assets, as well as its blockchain-native digital wallet, WisdomTree Prime, and institutional platform, WisdomTree Connect. The Company has the following wholly-owned operating subsidiaries:

●

WisdomTree Asset Management, Inc. is a New York based investment adviser registered with the SEC, providing investment advisory and other management services to the WisdomTree Trust (“WTT”) and WisdomTree exchange-traded funds (“ETFs”). The WisdomTree ETFs are issued in the U.S. by WTT. WTT is a non-consolidated Delaware statutory trust registered with the SEC as an open-end management investment company. The Company has licensed to WTT the use of certain of its own indexes on an exclusive basis for the WisdomTree ETFs in the U.S.

●

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

●

WisdomTree Multi Asset Management Limited (“WTMAML”) is a Jersey based management company providing management services to WisdomTree Multi Asset Issuer PLC (“WMAI”) in respect of the ETPs issued by WMAI. WMAI is a non-consolidated public limited company domiciled in Ireland.

●

WisdomTree Management Limited (“WML”) is an Ireland based management company providing management services to WisdomTree Issuer ICAV (“WTICAV”) in respect of the WisdomTree UCITS ETFs issued by WTICAV. WTICAV is a non-consolidated public limited company domiciled in Ireland.

●

WisdomTree UK Limited (“WTUK”) is a U.K. based company registered with the Financial Conduct Authority currently providing distribution and support services to ManJer, WTMAML and WML.

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WisdomTree Europe Limited is a U.K. based company which is the legacy distributor of the WMAI ETPs and WisdomTree UCITS ETFs. These services are now provided directly by WTUK. WisdomTree Europe Limited is no longer regulated and does not provide any regulated services.

●

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

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WisdomTree Digital Commodity Services, LLC is a New York based company that serves as the sponsor of the WisdomTree Bitcoin Fund, which is currently effective with the SEC. The WisdomTree Bitcoin Fund is an exchange-traded fund that issues common shares of beneficial interest and is listed on the Cboe BZX Exchange, Inc. The WisdomTree Bitcoin Fund provides exposure to the spot price of bitcoin.

●

WisdomTree Digital Management, Inc. (“WT Digital Management”) is a New York based investment adviser registered with the SEC, providing investment advisory and other management services to the WisdomTree Digital Trust (“WTDT”) and WisdomTree Digital Funds. The WisdomTree Digital Funds are issued in the U.S. by WTDT. WTDT is a non-consolidated Delaware statutory trust registered with the SEC as an open-end management investment company. Each Digital Fund uses a blockchain-integrated recordkeeping system to maintain a record of its shares on one or more blockchains (e.g., Stellar or Ethereum), but does not directly or indirectly invest in any assets that rely on blockchain technology, such as cryptocurrencies.

●

WisdomTree Digital Movement, Inc. (“WT Digital Movement”) is a New York based company operating as a money services business registered with the Financial Crimes Enforcement Network. WT Digital Movement has obtained and is seeking additional state money transmitter licenses to operate a platform for the purchase, sale and exchange of tokenized assets, while also providing blockchain-native digital wallet services through WisdomTree Prime to facilitate such activity.

●

WisdomTree Securities, Inc. is a New York based limited purpose broker-dealer (i.e., mutual fund retailer) registered with the SEC and FINRA, facilitating transactions in WisdomTree Digital Funds.

●

WisdomTree Transfers, Inc. is a New York based transfer agent registered with the SEC, providing transfer agency and registrar services for the Digital Funds. The transfer agent uses a blockchain-integrated recordkeeping system for the ownership of WisdomTree Digital Fund shares.

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

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2. Significant Accounting Policies

Basis of Presentation

These consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and in the opinion of management reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial statements. The consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Consolidation

The Company consolidates entities in which it has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). The usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest. If the Company has a majority voting interest in a VOE, the entity is consolidated. The Company has a controlling financial interest in a VIE when the Company has a variable interest that provides it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

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

Segment and Geographic Information

The Company, through its subsidiaries in the U.S. and Europe, is a global financial innovator, offering a diverse suite of ETPs, models, solutions and products leveraging blockchain technology. The Company conducts business as a single operating segment as an ETP sponsor and asset manager, which is based upon the Company’s current organizational and management structure, as well as information used by the Company’s Chief Executive Officer (the chief operating decision maker, or CODM) to allocate resources and other factors.

Foreign Currency Translation

Assets and liabilities of subsidiaries whose functional currency is not the U.S. dollar are translated based on the end of period exchange rates from local currency to U.S. dollars. Results of operations are translated at the average exchange rates in effect during the period. The impact of the foreign currency translation adjustment is included in the Consolidated Statements of Comprehensive Income as a component of other comprehensive (loss)/income.

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the balance sheet dates and the reported amounts of revenues and expenses for the periods presented. Actual results could differ materially from those estimates.

Revenue Recognition

The Company earns a significant portion of its revenues in the form of advisory fees from its ETPs and recognizes this revenue over time, as the performance obligation is satisfied. Advisory fees are based on a percentage of the ETPs’ average daily net assets. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

Other revenues are earned from swap providers associated with certain of the Company’s European listed ETPs, the nature of which are based on a percentage of the ETPs’ average daily net assets. The Company also earns transaction-based income on flows associated with certain European listed ETPs. There is no significant judgment in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

Marketing and Advertising

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

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Depreciation and Amortization

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

Equipment		3 to 5 years
Internally-developed software		3 years

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

Stock-Based Awards

Accounting for stock-based compensation requires the measurement and recognition of compensation expense for all equity awards based on estimated fair values. Stock-based compensation is measured based on the grant-date fair value of the award and is amortized over the relevant service period. Forfeitures are recognized when they occur.

Third-Party Distribution Fees

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

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase to be classified as cash equivalents. The Company maintains deposits with financial institutions in an amount that is in excess of federally insured limits. Restricted cash is required to be maintained in a separate account with withdrawal and usage restrictions.

Accounts Receivable

Accounts receivable are customer and other obligations due under normal trade terms. The Company measures credit losses, if any, by applying historical loss rates, adjusted for current conditions and reasonable and supportable forecasts to amounts outstanding using the aging method.

Financial Instruments Owned

Financial instruments owned are financial instruments classified as either trading or available-for-sale (“AFS”). These financial instruments are recorded on their trade date and are measured at fair value. All equity instruments that have readily determinable fair values are classified by the Company as trading. Debt instruments are classified based primarily on the Company’s intent to hold or sell the instrument. Changes in the fair value of debt instruments classified as trading and AFS are reported in other income/(expenses) and other comprehensive income, respectively, in the period the change occurs. Debt instruments classified as AFS are assessed for impairment on a quarterly basis and an estimate for credit loss is provided when the fair value of the AFS debt instrument is below its amortized cost basis. Credit-related impairments are recognized in earnings with a corresponding adjustment to the instrument’s amortized cost basis if the Company intends to sell the impaired AFS debt instrument or it is more likely than not the Company will be required to sell the instrument before recovering its amortized cost basis. Other credit-related impairments are recognized as an allowance with a corresponding adjustment to earnings. Impairments resulting from noncredit-related factors are recognized in other comprehensive income. Amounts recorded in other comprehensive income are reclassified into earnings upon sale of the AFS debt instrument using the specific identification method.

Investments

The Company accounts for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed in Accounting Standards Codification (“ASC”) Topic 321, Investments – Equity Securities (“ASC 321”), to the extent such investments are not subject to consolidation or the equity method. Under the measurement alternative, these financial instruments are carried at cost, less any impairment (assessed quarterly), plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In addition, income is recognized when dividends are received only to the extent they are distributed from net accumulated earnings of the investee. Otherwise, such distributions are considered returns of investment and are recorded as a reduction of the cost of the investment.

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

Goodwill

Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date. The Company tests goodwill for impairment at least annually and at the time of a triggering event requiring re-evaluation, if one were to occur. Goodwill is considered impaired when the estimated fair value of the reporting unit that was allocated the goodwill is less than its carrying value. If the estimated fair value of such reporting unit is less than its carrying value, goodwill impairment is recognized based on that difference, not to exceed the carrying amount of goodwill. A reporting unit is an operating segment or a component of an operating segment provided that the component constitutes a business for which discrete financial information is available and management regularly reviews the operating results of that component.

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Goodwill is allocated to the Company’s U.S. and European components. For impairment testing purposes, these components are aggregated as a single reporting unit as they fall under the same operating segment and have similar economic characteristics.

Goodwill is assessed for impairment annually on November 30^th. When performing its goodwill impairment test, the Company considers a qualitative assessment, when appropriate, and a quantitative assessment using the market approach and its market capitalization when determining the fair value of the reporting unit.

Intangible Assets

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

Finite-lived intangible assets, if any, are amortized over their estimated useful life, which is the period over which the assets are expected to contribute directly or indirectly to the future cash flows of the Company. These intangible assets are tested for impairment at the time of a triggering event, if one were to occur. Finite-lived intangible assets may be impaired when the estimated undiscounted future cash flows generated from the assets are less than their carrying amounts.

The Company may rely on a qualitative assessment when performing its intangible asset impairment test. Otherwise, the impairment evaluation is performed at the lowest level of reasonably identifiable cash flows independent of other assets. The annual impairment testing date for all of the Company’s intangible assets is November 30^th.

Software Development Costs

Software development costs incurred after the preliminary project stage is complete are capitalized if it is probable that the project will be completed and the software will be used as intended. Capitalized costs consist of employee compensation costs and fees paid to third parties who are directly involved in the application development efforts and are included in intangible assets, net in the Consolidated Balance Sheets. Such costs are amortized over the estimated useful life of the software on a straight-line basis and are included in depreciation and amortization in the Consolidated Statements of Operations. Once the application development stage is complete, additional costs are expensed as incurred.

Leases

The Company accounts for its lease obligations in accordance with ASC Topic 842, Leases (“ASC 842”), which requires the recognition of both (i) a lease liability equal to the present value of the remaining lease payments and (ii) an offsetting right-of-use asset. The remaining lease payments are discounted using the rate implicit in the lease, if known, or otherwise the Company’s incremental borrowing rate. After lease commencement, right-of-use assets are assessed for impairment and otherwise are amortized over the remaining lease term on a straight-line basis. These recognition requirements are not applied to short-term leases, which are those with a lease term of 12 months or less. Instead, lease payments associated with short-term leases are recognized as an expense on a straight-line basis over the lease term.

ASC 842 also provides a practical expedient which allows for consideration in a contract to be accounted for as a single lease component rather than allocated between lease and non-lease components. The Company has elected to apply this practical expedient to all lease contracts, where applicable.

Convertible Notes

Convertible notes are carried at amortized cost, net of issuance costs. The Company accounts for convertible instruments as a single liability (applicable to the convertible notes) or equity with no separate accounting for embedded conversion features unless the conversion feature meets the criteria for accounting under the substantial premium model or does not qualify for a derivative scope exception. Interest expense is recognized using the effective interest method and includes amortization of issuance costs over the life of the debt.

Contingencies

The Company may be subject to reviews, inspections and investigations by regulatory authorities as well as legal proceedings arising in the ordinary course of business. The Company evaluates the likelihood of an unfavorable outcome of all legal or regulatory proceedings to which it is a party and accrues a loss contingency when the loss is probable and reasonably estimable.

Contingent Payments

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

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Earnings per Share

Basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding for the period. Net income available to common stockholders represents net income of the Company reduced by an allocation of earnings to participating securities. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of EPS pursuant to the two-class method. Share-based payment awards that do not contain such rights are not deemed participating securities and are included in diluted shares outstanding (if dilutive).

Diluted EPS is calculated under the treasury stock method and the two-class method. The calculation that results in the lowest diluted EPS amount for the common stock is reported in the Company’s consolidated financial statements. The treasury stock method includes the dilutive effect of potential common shares including unvested stock-based awards and the convertible notes, if any. Potential common shares associated with the convertible notes are computed under the if-converted method. Potential common shares associated with the conversion option embedded in the convertible notes are dilutive when the Company’s average stock price exceeds the conversion price.

Income Taxes

The Company accounts for income taxes using the liability method, which requires the determination of deferred tax assets and liabilities based on the differences between the financial and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more-likely-than-not that some portion or all the deferred tax assets will not be realized.

Tax positions are evaluated utilizing a two-step process. The Company first determines whether any of its tax positions are more-likely-than-not to be sustained upon examination, based solely on the technical merits of the position. Once it is determined that a position meets this recognition threshold, the position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company records interest expense and penalties related to tax expenses as income tax expense.

The Global Intangible Low-Taxed Income (“GILTI”) provisions of the Tax Reform Act requires the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. An accounting policy election is available to either account for the tax effects of GILTI in the period that is subject to such taxes or to provide deferred taxes for book and tax basis differences that upon reversal may be subject to such taxes. The Company accounts for the tax effects of these provisions in the period that is subject to such tax.

Non-income based taxes are recorded as part of other liabilities and other expenses. Excise taxes on stock repurchases are accounted for as a direct component of the share repurchase transaction and reported as a reduction of stockholder’s equity.

Recently Issued Accounting Pronouncements

On November 4, 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company does not anticipate this standard to have a material impact on its financial statements.

Recently Adopted Accounting Pronouncements

On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, which establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. Under the new guidance, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation. They must also further disaggregate income taxes paid. The standard is intended to benefit stockholders by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance applies to all entities subject to income taxes and is effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company adopted this standard on a prospective basis for the year ended December 31, 2024. See Note 18 for additional information.

3. Cash, Cash Equivalents and Restricted Cash

Of the total cash, cash equivalents and restricted cash of $170,373 and $181,191 at March 31, 2025 and December 31, 2024, respectively, $156,726 and $155,871 were held at three financial institutions. At March 31, 2025 and December 31, 2024, cash equivalents were approximately $90,896 and $48,336, respectively.

Certain of the Company’s subsidiaries are required to maintain a minimum level of regulatory capital, generally satisfied by cash on hand, which was $35,580 and $39,423 at March 31, 2025 and December 31, 2024, respectively. Of these amounts, $13,499 and $13,403, at March 31, 2025 and December 31, 2024, respectively, was restricted cash, which is required to be maintained in a separate account with withdrawal and usage restrictions in compliance with regulatory obligations.

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4. Fair Value Measurements

The fair value of financial instruments is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., “the exit price”) in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurement, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs reflect assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the transparency of inputs as follows:

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

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Instruments whose significant drivers are unobservable.

The availability of observable inputs can vary from product to product and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by management in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The tables below summarize the categorization of the Company’s assets and liabilities measured at fair value. During the three months ended March 31, 2025 and 2024, there were no transfers between Levels 2 and 3.

	March 31, 2025
	Total		Level 1		Level 2		Level 3
Assets:
Recurring fair value measurements:
Cash equivalents	$	90,896	$	90,896	$	—	$	—
Financial instruments owned, at fair value:
ETFs		62,974		62,974		—		—
Pass-through GSEs		6,704		—		6,704		—
Other assets—seed capital (WisdomTree Digital Funds):
U.S. treasuries		5,647		—		5,647		—
Equities		8,023		8,023		—		—
Fixed income		1,946		1,025		921		—
Other investments		755		—		—		755
Total	$	176,945	$	162,918	$	13,272	$	755

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	December 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Recurring fair value measurements:
Cash equivalents	$	48,336	$	48,336	$	—	$	—
Financial instruments owned, at fair value:
ETFs		62,907		62,907		—		—
Pass-through GSEs		6,898		—		6,898		—
Other assets—seed capital (WisdomTree Digital Funds):
U.S. treasuries		5,251		—		5,251
Equities		8,478		8,478		—		—
Fixed income		1,905		1,019		886		—
Other investments		687		—		—		687
Total	$	134,462	$	120,740	$	13,035	$	687

Non-recurring fair value measurements:
Fnality International Limited—Series B-1 Preference Shares⁽¹⁾	$	8,288	$	—	$	—	$	8,288

_____________________________

⁽¹⁾

Fair value determined on June 17, 2024. Not included above are prospective changes in value due to fluctuations in the British pound to U.S. dollar exchange rate.

Recurring Fair Value Measurements – Methodology

Cash Equivalents (Note 3) – These financial assets represent cash invested in highly liquid investments with original maturities of less than 90 days. These investments are valued at par, which approximates fair value, and are classified as Level 1 in the fair value hierarchy.

Financial instruments owned (Note 5) – Financial instruments owned are investments in ETFs, pass-through GSEs, equities and fixed income. ETFs and equities are generally traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the fair value hierarchy. Pricing of pass-through GSEs and fixed income includes consideration given to date of issuance, collateral characteristics and market assumptions related to yields, credit risk and timing of prepayments and may be classified as either Level 1 or Level 2.

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

These instruments consist of the following:

	Three Months Ended
	March 31, 2025		March 31, 2024
Other Investments:
Beginning balance	$	687	$	—
Net unrealized gains⁽¹⁾		68		—
Ending balance	$	755	$	—

_____________________________

⁽¹⁾

Recorded in other losses and gains, net in the Consolidated Statements of Operations.

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5. Financial instruments owned

These instruments consist of the following:

	March 31, 2025		December 31, 2024
Financial instruments owned
Trading securities	$	69,678	$	69,805
Other assets—seed capital (WisdomTree Digital Funds)		15,616		15,634
Total	$	85,294	$	85,439

The Company recognized net trading gains on financial instruments owned that were still held at the reporting dates of $545 and $1,904 during the three months ended March 31, 2025 and 2024, respectively, which were recorded in other losses and gains, net, in the Consolidated Statements of Operations.

6. Investments

The following is a summary of the Company’s investments:

	March 31, 2025				December 31, 2024
	Carrying Value		Cost		Carrying Value		Cost

Fnality International Limited—Series B-1 Preference Shares	$	8,482	$	8,091	$	8,235	$	8,091
Other investments		755		674		687		674
Total	$	9,237	$	8,765	$	8,922	$	8,765

Fnality International Limited

The Company owns approximately 5.4% (or 4.7% on a fully-diluted basis) of capital stock of Fnality International Limited (“Fnality”), a company incorporated in England and Wales and focused on creating a peer-to-peer digital wholesale settlement ecosystem comprised of a consortium of financial institutions, offering real time cross-border payments from a single pool of liquidity. The Company’s ownership interest is represented by 2,340,378 Series B-1 Preference Shares, resulting from the conversion of its investment of £6,000 ($8,091) in convertible notes upon Fnality’s qualified equity financing which occurred in October 2023. The Series B-1 Preference Shares carry a 1.0x liquidation preference, are convertible into ordinary shares at the option of the Company and contain various rights and protections.

This investment is accounted for under the measurement alternative prescribed in ASC 321, as it does not have a readily determinable fair value and is otherwise not subject to the equity method of accounting. The investment is assessed for impairment and similar observable transactions on a quarterly basis. This investment was re-measured to fair value upon the conversion of Fnality’s Series B-2 Preference Shares held by other investors into Series B-1 Preference Shares, which occurred in June 2024. Fair value was determined using the backsolve method, a valuation approach that determines the value of shares for companies with complex capital structures based upon the price paid for shares recently issued. Fair value was allocated across the capital structure using the Black-Scholes option pricing model. The table below presents the inputs used in the backsolve valuation approach (classified as Level 3 in the fair value hierarchy):

	Inputs
	June 17, 2024
Expected volatility		60%
Time to exit (in years)		4.35
Probability that Series B-2 Preference Shares convert into Series B-1 Preference Shares		N/A

Net unrealized gains/(losses) recognized on this investment were $247 and ($78) during the three months ended March 31, 2025 and 2024, respectively, inclusive of changes in the British pound to U.S. dollar exchange rate. These results are recorded in other losses and gains, net on the Consolidated Statements of Operations.

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

Other Investments

On October 2, 2024, the Company purchased an investment of $674. During the three months ended March 31, 2025, the Company recognized an unrealized gain of $68, recorded in other losses and gains, net in the Consolidated Statements of Operations.

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7. Fixed Assets, Net

The following table summarizes fixed assets:

	March 31, 2025			December 31, 2024
Equipment	$	1,100		$	1,069
Less: accumulated depreciation		(798	)		(733	)
Total	$	302		$	336

8. Convertible Notes

The Company has the following convertible notes outstanding as of March 31, 2025:

●

$150,000 in aggregate principal amount of 3.25% Convertible Senior Notes due 2026 (the “2026 Notes”);

●

$25,845 in aggregate principal amount of 5.75% Convertible Senior Notes due 2028 (the “2028 Notes”); and

●

$345,000 in aggregate principal amount of 3.25% Convertible Senior Notes due 2029 (the “2029 Notes”).

Each class of notes were issued pursuant to indentures dated as of the issuance dates between the Company and U.S Bank Trust Company, National Association, as trustee (either initially or as successor to U.S. Bank National Association, the “Trustee”), in private offerings to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

As of March 31, 2025, the Company had an aggregate principal amount of $520,845 outstanding of the 2026 Notes, the 2028 Notes and the 2029 Notes (collectively, the “Convertible Notes”).

Key terms of the Convertible Notes are as follows:

	2026 Notes	2028 Notes	2029 Notes
Principal outstanding	$150,000	$25,845	$345,000
Issuance date	June 14, 2021	February 14, 2023	August 13, 2024
Maturity date (unless earlier converted, repurchased or redeemed)	June 15, 2026	August 15, 2028	August 15, 2029
Interest rate	3.25%	5.75%	3.25%
Initial conversion price	$11.04	$9.54	$11.82
Initial conversion rate	90.5797	104.8658	84.5934
Redemption price	$14.35	$12.40	$15.37

●

Interest rate: Payable semiannually in arrears on February 15 and August 15 of each year for the 2029 Notes and the 2028 Notes and on June 15 and December 15 of each year for the 2026 Notes.

●

Conversion price: Convertible at an initial conversion rate into shares of the Company’s common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment.

●

Conversion: Holders may convert at their option at any time prior to the close of business on the business day immediately preceding May 15, 2029 and May 15, 2028 for the 2029 Notes and the 2028 Notes, respectively, and March 15, 2026 for the 2026 Notes, only under the following circumstances: (i) if the last reported sale price of the Company’s common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the respective Convertible Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of the Company’s common stock and the conversion rate on each such trading day; (iii) upon a notice of redemption delivered by the Company in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after May 15, 2029 and May 15, 2028 in respect of the 2029 Notes and the 2028 Notes, respectively, and March 15, 2026 in respect of the 2026 Notes, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances.

●

Cash settlement of principal amount: Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted. At its election, the Company will also settle the conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in either cash, shares of its common stock or a combination of cash and shares of its common stock.

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●

Redemption price: The Company may redeem for cash all or any portion of the Convertible Notes, at its option, on or after August 20, 2026 and August 20, 2025 in respect of the 2029 Notes and the 2028 Notes, respectively, and June 20, 2023 in respect of the 2026 Notes and on or prior to the 55^th scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price for the respective Convertible Notes then in effect for at least 20 trading days, including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. No sinking fund is provided for the Convertible Notes.

●

Limited investor put rights: Holders of the Convertible Notes have the right to require the Company to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events.

●

Conversion rate increase in certain customary circumstances: In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 103.6269 shares, 167.7853 shares and 144.9275 shares of the Company’s common stock per $1,000 principal amount of the 2029 Notes, the 2028 Notes and the 2026 Notes, respectively (the equivalent of 61,826,817 shares of the Company’s common stock based on the aggregate principal amount of Convertible Notes outstanding), subject to adjustment.

●

Seniority and Security: The Convertible Notes rank equal in right of payment and are the Company’s senior unsecured obligations.

The indentures contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the respective holders of not less than 25% in aggregate principal amount of the respective series of Convertible Notes outstanding may declare the entire principal amount of all such respective Convertible Notes to be repurchased, plus any accrued special interest, if any, to be immediately due and payable.

The following table provides a summary of the Convertible Notes at March 31, 2025 and December 31, 2024:

	March 31, 2025												December 31, 2024
	2026 Notes			2028 Notes			2029 Notes			Total			2026 Notes			2028 Notes			2029 Notes			Total
Principal amount	$	150,000		$	25,845		$	345,000		$	520,845		$	150,000		$	25,845		$	345,000		$	520,845
Less: Unamortized issuance costs		(1,047	)		(435	)		(6,706	)		(8,188	)		(1,263	)		(466	)		(7,083	)		(8,812	)
Carrying amount	$	148,953		$	25,410		$	338,294		$	512,657		$	148,737		$	25,379		$	337,917		$	512,033
Effective interest rate⁽¹⁾		3.83%			6.25%			3.70%			3.86%			3.83%			6.25%			3.70%			3.86%

_____________________________

⁽¹⁾

Includes amortization of the issuance costs and premium.

Interest expense on the Convertible Notes during the three months ended March 31, 2025 and 2024 was $4,986 and $3,462, respectively. Interest payable of $3,058 and $5,107 at March 31, 2025 and December 31, 2024, respectively, is included in accounts payable and other liabilities on the Consolidated Balance Sheets.

The fair value of the Convertible Notes (classified as Level 2 in the fair value hierarchy) was $531,340 and $571,031 at March 31, 2025 and December 31, 2024, respectively. The if-converted value of the Convertible Notes did not exceed the principal amount at March 31, 2025. The if-converted value of the 2028 Notes was $28,446 at December 31, 2024. The if-converted value of the 2026 Notes and the 2029 Notes did not exceed the principal amount at December 31, 2024.

9. Payable to Gold Bullion Holdings (Jersey) Limited (“GBH”)

On November 20, 2023, the Company repurchased all of its then-outstanding Series C Non-Voting Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”) which was convertible into 13,087,000 shares of the Company’s common stock, from GBH, a subsidiary of the World Gold Council, for aggregate cash consideration of approximately $84,411. Under the terms of the transaction, the Company has paid GBH $54.8 million to date, with the remainder of the purchase price payable in equal, interest-free installments on the second and third anniversaries of the closing date. The implied price per share was $6.02 when considering the interest-free financing element of the transaction. The investor rights agreement that the Company and GBH entered into in May 2023 in connection with the issuance of the Series C Preferred Stock, which provided GBH with certain rights and obligations with respect to the shares, including registration rights, was terminated in this transaction.

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Under U.S. GAAP, the obligation was recorded at its present value utilizing a market rate of interest on the closing date of 7.0% and the corresponding discount is being amortized as interest expense pursuant to the effective interest method of accounting over the life of the obligation. The aggregate consideration payable was valued at $38,835 on the closing date and the carrying value of this obligation is as follows:

	March 31, 2025		December 31, 2024
Current:	$	14,804	$	14,804
Long-term		12,615		12,159
Total	$	27,419	$	26,963

Interest expense recognized during the three months ended March 31, 2025 and 2024 was $455 and $666, respectively, and is included as a component of total interest expense recognized on the Consolidated Statements of Operations.

10. Leases

The Company has entered into operating leases for its office facilities (including its corporate headquarters) and equipment. The Company has no finance leases.

The following table provides additional information regarding the Company’s leases:

	Three Months Ended March 31,
	2025		2024
Lease cost
Operating lease cost	$	326	$	324
Short-term lease cost		52		93
Total lease cost	$	378	$	417
Other information
Cash paid for amounts included in the measurement of operating liabilities (operating leases)	$	325	$	332
Right-of-use assets obtained in exchange for new operating lease liabilities		n/a		n/a
Weighted-average remaining lease term (in years)—operating leases		1.0		0.2
Weighted-average discount rate—operating leases		9.5%		5.8%

None of the Company’s leases include variable payments, residual value guarantees or any restrictions or covenants relating to the Company’s ability to pay dividends or incur additional financing obligations.

The following table discloses future minimum lease payments at March 31, 2025 with respect to the Company’s operating lease liabilities:

Remainder of 2025	$	429
2026		180
2027 and thereafter		—
Total future minimum lease payments (undiscounted)	$	609

The following table reconciles the future minimum lease payments (disclosed above) at March 31, 2025 to the operating lease liabilities recognized in the Company’s Consolidated Balance Sheets:

Amounts recognized in the Company’s Consolidated Balance Sheets
Lease liability—short term	$	493
Lease liability—long term		89
Subtotal		582
Difference between undiscounted and discounted cash flows		27
Total future minimum lease payments (undiscounted)	$	609

11. Contingencies

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

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Closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP

Between December 2020 and December 2024, WMAI, WTMAML, WTUK and/or WT Ireland were served with eight separate writs of summons to appear before the Courts of Milan, Udine or Turin, Italy by investors seeking damages resulting from the closure of the WisdomTree WTI Crude Oil 3x Daily Leveraged ETP (“3OIL”) in March 2020. The product was dependent on the receipt of payments from a swap provider to satisfy payment obligations to the investors. Due to an extreme adverse move in oil futures relative to the oil futures’ closing price, the swap contract underlying 3OIL was terminated by the swap provider, which resulted in the compulsory redemption of 3OIL, all in accordance with the prospectus.

Since February 2022, six of the eight actions have been resolved in the Company’s favor, of which three have been appealed. Total damages sought by all investors related to the remaining open and appealed claims were approximately €17,850 ($19,330) at March 31, 2025, of which €15,240 ($16,510) relates to three appealed claims.

Additionally, in July 2023, WT Ireland received a letter from counsel on behalf of additional investors seeking damages of up to approximately €8,350 ($9,040) resulting from the closure of 3OIL. The claim is in its preliminary stages and a writ of summons has not been served.

The Company continues to assess the open and appealed claims with its external counsel. The Company expects that losses, if any, arising from these claims will be covered under its insurance policies, less a $500 deductible. An accrual has not been made with respect to these matters at March 31, 2025 and December 31, 2024.

12. Variable Interest Entities

VIEs are entities with any of the following characteristics: (i) the entity does not have enough equity to finance its activities without additional financial support; (ii) the equity holders, as a group, lack the characteristics of a controlling financial interest; or (iii) the entity is structured with non-substantive voting rights.

Consolidation of a VIE is required for the party deemed to be the primary beneficiary, if any. The primary beneficiary is the party who has both (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. The Company is not the primary beneficiary of any entities in which it has a variable interest as it does not have the power to direct the activities that most significantly impact the entities’ economic performance. Such power is conveyed through the entities’ boards of directors and the Company does not have control over the boards.

The following table presents information about the Company’s variable interests in non-consolidated VIEs:

	March 31, 2025		December 31, 2024
Carrying Amount—Assets:
Fnality Series B-1 Preference Shares (Note 6)	$	8,482	$	8,235
Other investments		755		687
Total	$	9,237	$	8,922
Maximum exposure to loss	$	9,237	$	8,922

13. Revenues from Contracts with Customers

The following table presents the Company’s total revenues from contracts with customers:

	Three Months Ended March 31,
	2025		2024
Revenues from contracts with customers:
Advisory fees	$	99,549	$	92,501
Other		8,533		4,337
Total operating revenues	$	108,082	$	96,838

The Company recognizes revenues from contracts with customers when the performance obligation is satisfied, which is when the promised services are transferred to the customer. A service is considered to be transferred when the customer obtains control, which is represented by the transfer of rights with regard to the service. Transfer of control happens either over time or at a point in time. When a performance obligation is satisfied over time, an entity is required to select a single method of measuring progress for each performance obligation that depicts the entity’s performance in transferring control of services to the customer.

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A significant portion of the Company’s revenues from contracts with customers is derived primarily from investment advisory agreements with related parties (Note 14). These advisory fees are recognized over time, are earned from the Company’s ETPs and are calculated based on a percentage of the ETPs’ average daily net assets. There is no significant judgment in calculating amounts due which are invoiced monthly in arrears and are not subject to any potential reversal. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

There are no contract assets or liabilities that arise in connection with the recognition of advisory fee revenue. In addition, there are no costs incurred to obtain or fulfill the contracts with customers, all of which are investment advisory agreements with related parties.

Other revenues include revenues the Company earns from swap providers associated with certain of the Company’s European listed ETPs, the nature of which are based on a percentage of the ETPs’ average daily net assets. The Company also earns transaction-based income on flows associated with certain European listed ETPs. There is no significant judgment in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

Geographic Distribution of Revenues

The following table presents the Company’s total revenues geographically as determined by where the respective management companies reside:

	Three Months Ended March 31,
	2025		2024
Revenues from contracts with customers:
United States	$	69,469	$	65,830
Jersey		32,593		26,094
Ireland		6,020		4,914
Total operating revenues	$	108,082	$	96,838

14. Related Party Transactions

Investment Advisory Agreements

The Company’s revenues are derived primarily from investment advisory agreements with related parties. Under these agreements, the Company has licensed to related parties the use of certain of its own indexes for the U.S. WisdomTree ETFs, WisdomTree Digital Funds and WisdomTree UCITS ETFs. The relevant boards of trustees or boards of directors (including certain officers of the Company) of each of the related parties is primarily responsible for overseeing the management and affairs of the entities for the benefit of their respective stakeholders and have contracted with the Company to provide for general management and administration services. The Company is also responsible for certain expenses of the related parties, including the cost of transfer agency, custody, fund administration and accounting, legal, audit, and other non-distribution services, excluding extraordinary expenses, taxes and certain other expenses, which are included in fund management and administration in the Consolidated Statements of Operations. In exchange, the Company receives fees based on a percentage of the ETPs’ and the Digital Funds’ average daily net assets. A majority of the independent members of the respective board of trustees or board of directors are required to initially and annually (after the first two years) approve the advisory agreements of the U.S. WisdomTree ETFs and the WisdomTree Digital Funds and these agreements may be terminated by such board of trustees or board of directors upon notice.

The following table summarizes accounts receivable from related parties which are included as a component of accounts receivable in the Consolidated Balance Sheets:

	March 31, 2025		December 31, 2024
Receivable from WTT	$	24,101	$	24,672
Receivable from ManJer Issuers		6,100		5,155
Receivable from WMAI and WTICAV		5,239		5,132
Total	$	35,440	$	34,959

The allowance for credit losses on accounts receivable from related parties is insignificant when applying historical loss rates, adjusted for current conditions and supportable forecasts, to the amounts outstanding in the table above. Amounts outstanding are all invoiced in arrears, are less than 30 days aged and are collected shortly after the applicable reporting period.

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The following table summarizes revenues from advisory services provided to related parties:

	Three Months Ended March 31,
	2025		2024
Advisory services provided to WTT	$	68,855	$	64,902
Advisory services provided to ManJer Issuers		24,674		22,685
Advisory services provided to WMAI and WTICAV		6,020		4,914
Total	$	99,549	$	92,501

Investments in WisdomTree Products

The Company also has investments in certain WisdomTree products of $89,872 and $89,822 at March 31, 2025 and December 31, 2024, respectively. This includes $20,848 and $20,866, respectively, of seed investments in certain consolidated affiliated Digital Funds advised by WT Digital Management, referred to herein as “other assets–seed capital.” As of March 31, 2025, the Company has also invested an additional $6,050 in the WisdomTree Government Money Market Digital Fund.

Net unrealized and realized gains related to trading WisdomTree products were $647 and $1,945, respectively, during the three months ended March 31, 2025 and 2024. Such gains are recorded in other losses and gains, net on the Consolidated Statements of Operations.

15. Stock-Based Awards

On July 15, 2022, the Company’s stockholders approved the 2022 Equity Plan under which the Company may issue up to 16,000,000 shares of common stock (less one share for every share granted under the 2016 Equity Plan since March 31, 2022 and inclusive of shares available under the 2016 Equity Plan as of March 31, 2022) in the form of stock options and other stock-based awards.

The Company grants equity awards to employees and directors, which include restricted stock awards (“RSAs”), restricted stock units (“RSUs”), including deferred RSUs to non-employee directors, performance-based restricted stock units (“PRSUs”) and stock options. Certain awards described below are subject to acceleration under certain conditions.

	Stock options:	Generally issued for terms of ten years and may vest after at least one year of service and have an exercise price equal to the Company’s stock price on the grant date. The Company estimates the fair value of stock options (when granted) using the Black-Scholes option pricing model.

	RSAs/RSUs:	Awards are valued based on the Company’s stock price on grant date and generally vest ratably, on an annual basis, over three years. For non-employee directors, such awards generally vest on the one-year anniversary of the grant date.

	Deferred RSUs:	Awards are valued based on the Company’s stock price on grant date and generally vest on the one-year anniversary of the grant date. The awards are issued pursuant to the Company’s Non-Employee Director Deferred Compensation Program and are settled based on timing elected by the recipient in advance.

	PRSUs:	These awards cliff vest three years from the grant date and contain a market condition whereby the number of PRSUs ultimately vesting is tied to how the Company’s total shareholder return (“TSR”) compares to a peer group of other publicly traded asset managers over the three-year period. A Monte Carlo simulation is used to value these awards.

The number of PRSUs vesting ranges from 0% to 200% of the target number of PRSUs granted, as follows:

● If the relative TSR is below the 25^th percentile, then 0% of the target number of PRSUs granted will vest;

● If the relative TSR is at the 25^th percentile, then 50% of the target number of PRSUs granted will vest;

● If the relative TSR is above the 25^th percentile, then linear scaling is applied such that the percent of the target number of PRSUs vesting is 100% at the 50^th percentile and capped at 200% of the target number of PRSUs granted for performance at the 85^th percentile; and

● If the Company’s TSR is negative, the target number of PRSUs vesting is capped at 100% regardless of the relative TSR percentile.

Stock-based compensation expense was $6,238 and $5,163, respectively, during the three months ended March 31, 2025 and 2024.

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A summary of unrecognized stock-based compensation expense and average remaining vesting period is as follows:

March 31, 2025

Unrecognized

Stock-Based
Compensation

Weighted-Average

Remaining Vesting

Period (Years)

Employees and directors

31,183

1.39

A summary of stock-based compensation award activity (shares) during the three months ended March 31, 2025 is as follows:

	RSA			RSU			PRSU
Balance at January 1, 2025		4,827,044			268,084			1,406,560
Granted		1,518,667			66,047			344,350	⁽¹⁾
Vested		(2,352,511	)		(47,603	)		(337,625	)⁽²⁾
Forfeited		(27,156	)		—			—
Stock dividends accrued		—			441			3,286
Balance at March 31, 2025		3,966,044			286,969	⁽³⁾		1,416,571

_____________________________

⁽¹⁾

Represents the target number of PRSUs granted and outstanding. The number of PRSUs that ultimately vest ranges from 0% to 200% of this amount. A Monte-Carlo simulation was used to value these awards using the following assumptions for the Company and the peer group: (i) beginning 90-day average stock prices; (ii) valuation date stock prices; (iii) historical stock price volatilities ranging from 24.47% to 36.61% (average 31.38%); (iv) correlation coefficients based upon the price data used to calculate the historical volatilities; (v) a risk free interest rate of 4.28%; and (vi) an expected dividend yield of 0.00%.

⁽²⁾

The payout on PRSUs vesting in January 2025 was 200%.

⁽³⁾

Includes 103,829 deferred RSUs that have vested.

16. Stockholder Rights Plan

On March 17, 2023, the Board of Directors of the Company adopted a stockholder rights plan, as set forth in the Stockholder Rights Agreement, dated March 17, 2023, between the Company and Continental Stock Transfer & Trust Company, as Rights Agent, as amended by Amendment No. 1 thereto, dated May 4, 2023 (“Amendment No. 1”), Amendment No. 2 thereto, dated May 10, 2023 (“Amendment No. 2”), Amendment No. 3 thereto, dated March 18, 2024 (“Amendment No. 3”), Amendment No. 4 thereto, dated March 25, 2024 (“Amendment No. 4”), and Amendment No. 5 thereto, dated April 30, 2024 (“Amendment No. 5”) (as amended, the “Stockholder Rights Agreement”). On March 18, 2024, the Company entered into Amendment No. 3, which extended the expiration date of the Stockholder Rights Agreement to the close of business on March 17, 2025. At the Company’s 2024 annual meeting of stockholders on June 12, 2024, the Company’s stockholders ratified the adoption by the Board of Directors of the extension of the Stockholder Rights Agreement.

On March 17, 2025, the Stockholder Rights Agreement expired by its terms and the associated preferred stock purchase rights to purchase shares of Series B Junior Participating Cumulative Preferred Stock of the Company (the “Series B Preferred Stock”) expired. Following the expiration of the Stockholder Rights Agreement, on March 18, 2025, the Company filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware, eliminating from the Charter all references to the Series B Preferred Stock set forth in the Company’s Certificate of Designations with respect to its Series B Preferred Stock. No shares of Series B Preferred Stock were outstanding at the time the Certificate of Elimination was filed. The Certificate of Elimination became effective on March 18, 2025.

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17. Earnings Per Share

The following tables set forth reconciliations of the basic and diluted earnings per share computations for the periods presented:

	Three Months Ended March 31,
Basic Earnings per Share	2025			2024
Net income	$	24,629		$	22,111
Less: Income distributed to participating securities		—			(462	)
Less: Undistributed income allocable to participating securities		(24	)		(1,657	)
Net income available to common stockholders—Basic EPS	$	24,605		$	19,992
Weighted average common shares (in thousands)		142,580			146,464
Basic earnings per share	$	0.17		$	0.14

	Three Months Ended March 31,
Diluted Earnings per Share	2025			2024
Net income available to common stockholders	$	24,605		$	19,992
Add back: Undistributed income allocable to participating securities		24			1,657
Less: Reallocation of undistributed income allocable to participating securities considered potentially dilutive		(23	)		(1,622	)
Net income available to common stockholders—Diluted EPS	$	24,606		$	20,027
Weighted average diluted shares (in thousands):
Weighted average common shares		142,580			146,464
Dilutive effect of common stock equivalents, excluding participating securities		3,799			3,525
Weighted average diluted shares, excluding participating securities (in thousands)		146,379			149,989
Diluted earnings per share	$	0.17		$	0.13

Diluted earnings per share presented above is calculated using the two-class method as this method results in the lowest diluted earnings per share amount for common stock. Total antidilutive non-participating common stock equivalents were 1,025 for the three months ended March 31, 2025 (shares herein are reported in thousands). There were no antidilutive non-participating common stock equivalents for the three months ended March 31, 2024.

There were no potential common shares associated with the conversion options embedded in the Convertible Notes included in weighted average diluted shares for the three months ended March 31, 2025 and 2024 as the Company’s average stock price was lower than the conversion price.

The following table reconciles weighted average diluted shares as reported on the Company’s Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate diluted earnings per share as disclosed in the table above:

	Three Months Ended March 31,
Reconciliation of Weighted Average Diluted Shares (in thousands)	2025			2024
Weighted average diluted shares as disclosed on the Consolidated Statements of Operations		146,545			165,268
Less: Participating securities:
Weighted average shares of common stock issuable upon conversion of the Series A Preferred Stock		—			(14,750	)
Potentially dilutive restricted stock awards		(166	)		(529	)
Weighted average diluted shares used to calculate diluted earnings per share as disclosed in the table above		146,379			149,989

18. Income Taxes

Effective Income Tax Rate – Three Months Ended March 31, 2025

The Company’s effective income tax rate during the three months ended March 31, 2025 was 18.9%, resulting in income tax expense of $5,739. The effective income tax rate differs from the federal statutory tax rate of 21% 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.

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Effective Income Tax Rate – Three Months Ended March 31, 2024

The Company’s effective income tax rate during the three months ended March 31, 2024 was 20.5%, resulting in income tax expense of $5,701. The effective income tax rate differs from the federal statutory tax rate of 21% primarily due to the decrease in the deferred tax asset valuation allowance on losses recognized on the Company’s financial instruments owned, tax windfalls associated with the vesting of stock-based compensation awards and a lower tax rate on foreign earnings. These items were partly offset by state and local income taxes.

Income Tax Payments

Disclosed below is a summary of income taxes paid by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the three months ended March 31, 2025:

	Three Months March 31, 2025
United States - Federal	$	—
United States - State and local		204
United Kingdom		3,829
Other		9
	$	4,042

Deferred Tax Assets

A summary of the components of the Company’s deferred tax assets at March 31, 2025 and December 31, 2024 is as follows:

	March 31, 2025				December 31, 2024
Deferred tax assets:
Capital losses		$	18,563			$	21,984
Accrued expenses			1,559				6,465
Stock-based compensation			1,019				2,843
NOLs—Foreign			998				1,024
Interest carryforward.			856				—
Goodwill and intangible assets			657				705
Software capitalization			244				199
Foreign currency translation adjustment			173				427
Operating lease liabilities			38				95
Other			326				331
Deferred tax assets			24,433				34,073


Deferred tax liabilities:
Unremitted earnings—European subsidiaries			109				92
Fixed assets and prepaid assets			101				246
Unrealized gains			87				76
Right of use assets—operating leases			38				95
Deferred tax liabilities			335				509
Total deferred tax assets less deferred tax liabilities			24,098				33,564
Less: Valuation allowance			(18,476	)			(21,908	)
Deferred tax assets, net		$	5,622			$	11,656

Capital Losses – U.S.

The Company’s tax effected capital losses at March 31, 2025 were $18,563. These capital losses expire between the years 2025 and 2030. During the three months ended March 31, 2025, tax effected capital losses in the amount of $3,460 expired.

Net Operating Losses – Europe

One of the Company’s European subsidiaries generated net operating losses (“NOLs”) outside the U.S. These tax effected NOLs, all of which are carried forward indefinitely, were $998 at March 31, 2025.

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Valuation Allowance

The Company’s valuation allowance has been established on its net capital losses (net of unrealized gains), as it is more-likely-than-not that these deferred tax assets will not be realized.

Income Tax Examinations

The Company is subject to U.S. federal income tax as well as income tax of multiple state, local and certain foreign jurisdictions. As of March 31, 2025, with few exceptions, the Company was no longer subject to income tax examinations by any taxing authority for the years before 2020.

Uncertain Tax Positions

There were no unrecognized tax benefits at March 31, 2025 and December 31, 2024.

Undistributed Earnings of Foreign Subsidiaries

ASC 740-30, Income Taxes, provides guidance that U.S. companies do not need to recognize tax effects on foreign earnings that are indefinitely reinvested. The Company repatriates earnings of its foreign subsidiaries and therefore has recognized a deferred tax liability of $109 and $92 at March 31, 2025 and December 31, 2024, respectively.

19. Shares Repurchased

On February 22, 2022, the Company’s Board of Directors approved an increase of $85,709 to the Company’s share repurchase program to $100,000 and extended the term for three years through April 27, 2025. On February 24, 2025, the Company’s Board of Directors approved another increase of $129,158 to the repurchase program, bringing the total authorization to $150,000, and extended the program’s term for another three years through April 27, 2028. Included under the Company’s share repurchase program are purchases to offset future equity grants made under the Company’s equity plans and purchases made in open market or privately negotiated transactions. This authority may be exercised from time to time, subject to regulatory considerations. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions and other corporate liquidity requirements and priorities. The repurchase program may be suspended or terminated at any time without prior notice. Shares repurchased under this program are returned to the status of authorized and unissued on the Company’s books and records.

During the three months ended March 31, 2025 and 2024, the Company repurchased 1,282,498 and 1,096,278 shares of its common stock under this program for an aggregate cost of $12,714 and $7,820, respectively. Shares repurchased under this program were returned to the status of authorized and unissued on the Company’s books and records.

As of March 31, 2025, $149,980 remained under this program for future purchases.

20. Goodwill and Intangible Assets

Goodwill

The table below sets forth goodwill which is tested annually for impairment on November 30^th:

	Total
Balance at January 1, 2025	$	86,841
Changes		—
Balance at March 31, 2025	$	86,841

Of the total goodwill of $86,841 at March 31, 2025, $85,042 is not deductible for tax purposes as the acquisitions that gave rise to the goodwill were structured as stock acquisitions. The remainder of the goodwill is deductible for U.S. tax purposes.

SEC Form 10-Q filed by WisdomTree Inc.