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What changed in WisdomTree, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of WisdomTree, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+447 added−346 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in WisdomTree, Inc.'s 2025 10-K

447 paragraphs added · 346 removed · 284 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

110 edited+40 added−7 removed155 unchanged
Biggest changeIn the future, we believe that the WisdomTree Connect platform will also enable additional distribution capabilities through potential business-to-business-to-consumer (B2B2C) opportunities; • Real-World Asset Tokenization: We offer tokenized physical assets like gold and U.S. dollars, as well as a suite of 13 Digital Funds offering asset allocation, fixed income and equity exposures using a blockchain integrated recordkeeping system on networks such as Stellar or Ethereum; and • First-to-Market ETF Offerings: We have been the first to introduce groundbreaking ETFs, including the first currency-hedged international equity ETFs in the U.S., the first gold and oil ETPs in Europe and the first smart beta corporate bond suite.
Biggest changeThis capability adds a differentiated real asset component to our platform; and • First-to-Market ETF Offerings: We have been the first to introduce groundbreaking ETFs, including the first currency-hedged international equity ETFs in the U.S., the first gold and oil ETPs in Europe and the first smart beta corporate bond suite.
Commodity & Currency We offer products in Europe with exposure to gold and other precious metals and commodities such as silver and platinum, oil and energy, agriculture and broad basket commodities. Our currency products provide investors with exposure to developed and emerging markets currencies, as well as exposures to foreign currencies relative to the U.S. dollar.
Commodity & Currency ETPs We offer products in Europe with exposure to gold and other precious metals and commodities such as silver and platinum, oil and energy, agriculture and broad basket commodities. Our currency products provide investors with exposure to developed and emerging markets currencies, as well as exposures to foreign currencies relative to the U.S. dollar.
As a result, we are actively engaged with a variety of U.S. federal and state regulators (e.g., the SEC, FINRA, New York Department of Financial Services (NYDFS) and other state regulators) to secure, as necessary, or maintain the appropriate regulatory, registration and/or licensing approvals for various business initiatives and operations, including but not limited to: a New York state-chartered limited purpose trust company; money services and money transmitter business; limited purpose broker-dealer; transfer agent; investment adviser; and investment funds.
As a result, we are actively engaged with a variety of U.S. federal and state regulators (e.g., the SEC, Financial Industry Regulatory Authority (FINRA), New York Department of Financial Services (NYDFS) and other state regulators) to secure, as necessary, or maintain the appropriate regulatory, registration and/or licensing approvals for various business initiatives and operations, including but not limited to: a New York state-chartered limited purpose trust company; money services and money transmitter business; limited purpose broker-dealer; transfer agent; investment adviser; and investment funds.
Therefore, the ManJer Issuers are required to comply with various obligations under this law including, but not limited to, convening general meetings, keeping proper books and records and filing financial statements. 16 Table of Contents ● The Foreign Account Tax Compliance Act, or FATCA , a U.S. federal law that was passed as part of the Hiring Incentives to Restore Employment (HIRE) Act, generally requires that foreign financial institutions and certain other non-financial foreign entities report on the foreign assets held by their U.S. account holders or be subject to withholding on withholdable payments.
Therefore, the ManJer Issuers are required to comply with various obligations under this law including, but not limited to, convening general meetings, keeping proper books and records and filing financial statements. · The Foreign Account Tax Compliance Act, or FATCA , a U.S. federal law that was passed as part of the Hiring Incentives to Restore Employment (HIRE) Act, generally requires that foreign financial institutions and certain other non-financial foreign entities report on the foreign assets held by their U.S. account holders or be subject to withholding on withholdable payments.
Each Sub-Fund has shares admitted to trading on the London Stock Exchange and, typically, on various European stock exchanges, and accordingly, is subject to the listing requirements of those exchanges. WTICAV is primarily subject to the following legislation and regulatory requirements: ● European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (as amended) (“UCITS Regulations”).
Each Sub-Fund has shares admitted to trading on the London Stock Exchange and, typically, on various European stock exchanges, and accordingly, is subject to the listing requirements of those exchanges. WTICAV is primarily subject to the following legislation and regulatory requirements: · European Communities (Undertakings for Collective Investment in Transferable Securities, or UCITS) Regulations 2011 (as amended) (“UCITS Regulations”).
By definition, ETFs represent a basket of securities and each fund may contain hundreds or even thousands of different individual securities. The “instant diversification” of ETFs provides investors with broad exposure to an asset class, market sector or geography. 6 Table of Contents The ETF sector of the asset management industry remains highly favored among investors.
By definition, ETFs represent a basket of securities and each fund may contain hundreds or even thousands of different individual securities. The “instant diversification” of ETFs provides investors with broad exposure to an asset class, market sector or geography. 7 Table of Contents The ETF sector of the asset management industry remains highly favored among investors.
In its index and active product development and oversight role, the team designs investment methodologies and manages the maintenance of both index-based and active strategies. The team conducts in-depth investment research on these strategies and markets, while also managing a suite of model portfolios that integrate WisdomTree and third-party products for various platforms, including WisdomTree Prime.
In its index and active product development and oversight role, the team designs investment methodologies and manages the maintenance of both index-based and active strategies. The team conducts in-depth investment research on these strategies and markets, while also managing a suite of model portfolios that integrate WisdomTree and third-party products for various platforms.
Therefore, period-to-period comparisons of our or the industry’s flows and operating results may not be meaningful or indicative of results in future periods. 4 Table of Contents Our Industry – ETPs We believe ETPs have been one of the most innovative investment products to emerge in the last two decades in the asset management industry.
Therefore, period-to-period comparisons of our or the industry’s flows and operating results may not be meaningful or indicative of results in future periods. 5 Table of Contents Our Industry – ETPs We believe ETPs have been one of the most innovative investment products to emerge in the last two decades in the asset management industry.
Approximately 39% of our team is dedicated to marketing, research and sales. Our sales professionals serve as the primary contacts for financial advisors, independent advisory firms and institutional investors in our ETPs, supported by value-added insights from our research and marketing teams.
Approximately 40% of our team is dedicated to marketing, research and sales. Our sales professionals serve as the primary contacts for financial advisors, independent advisory firms and institutional investors in our ETPs, supported by value-added insights from our research and marketing teams.
The CBDF amend the UCITS Directive to increase the harmonization of cross-border marketing between both (a) the UCITS regime and (b) different practices adopted by EU member states and came into effect on August 2, 2021.
The CBDF amended the UCITS Directive to increase the harmonization of cross-border marketing between both (a) the UCITS regime and (b) different practices adopted by EU member states and came into effect on August 2, 2021.
Since the ManJer Issuers are based in non-EU jurisdictions, obligations are only indirectly applicable to them, but a certain level of interaction with EU counterparties is required to comply with some of these requirements. WisdomTree Issuer X Limited is also primarily subject to the following legislation and regulatory requirements: ● The Control of Borrowing (Jersey) Order 1958.
Since the ManJer Issuers are based in non-EU jurisdictions, obligations are only indirectly applicable to them, but a certain level of interaction with EU counterparties is required to comply with some of these requirements. 19 Table of Contents WisdomTree Issuer X Limited is also primarily subject to the following legislation and regulatory requirements: · The Control of Borrowing (Jersey) Order 1958.
ETCs benefit from the so called “listing exemption” and Jersey local authorities have determined that for companies which can benefit from such exemption the filing of a nil report is optional. ● The Common Reporting Standards, or CRS , were developed by the Organization for Economic Cooperation and Development and is a global reporting standard for the automatic exchange of information.
ETCs benefit from the so called “listing exemption” and Jersey local authorities have determined that for companies which can benefit from such exemption the filing of a nil report is optional. 18 Table of Contents · The Common Reporting Standards, or CRS , were developed by the Organization for Economic Cooperation and Development and is a global reporting standard for the automatic exchange of information.
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 finance not only complements our core competencies but will diversify our revenue streams and further contribute to our growth.
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.
Each WisdomTree U.S. listed ETF is listed on a secondary market (each, an Exchange), including NYSE Arca, the NASDAQ Market and the Cboe Exchange, and accordingly is subject to the listing requirements of these Exchanges.
Each WisdomTree U.S. listed ETF is listed on a secondary market (each, an Exchange), including NYSE Arca, the NASDAQ Market and the Cboe BZX Exchange, Inc, and accordingly is subject to the listing requirements of these Exchanges.
This content is distributed via our sales professionals, our website and blog, targeted emails to financial advisors, and through financial media and social media channels. Additionally, the team supports sales efforts by serving as market experts during client meetings and providing custom analysis on portfolio holdings.
This content is distributed via our sales professionals, our website and blog, targeted emails to financial advisors, podcasts and through financial media and social media channels. Additionally, the team supports sales efforts by serving as market experts during client meetings and providing custom analyses on portfolio holdings.
We are committed to providing trusted, innovative products and services through proactive engagement and collaboration with regulators. 7 Table of Contents Global competition in the digital assets industry is intensifying, with players ranging from established financial incumbents to early-stage financial technology providers. Varying regulatory and compliance standards across jurisdictions may impact a company’s competitive positioning.
We are committed to providing trusted, innovative products and services through proactive engagement and collaboration with regulators. Global competition in the digital assets industry is intensifying, with players ranging from established financial incumbents to early-stage financial technology providers. Varying regulatory and compliance standards across jurisdictions may impact a company’s competitive positioning.
We also leverage the strength and reach of our existing brand, in addition to utilizing a highly focused “test, learn, iterate” paid and social media marketing strategy, to drive awareness and user adoption for WisdomTree Prime. 12 Table of Contents ● Sales support.
We also leverage the strength and reach of our existing brand, in addition to utilizing a highly focused “test, learn, iterate” paid and social media marketing strategy, to drive awareness and user adoption for WisdomTree Prime. · Sales support.
In addition, our common stock is listed on the New York Stock Exchange and we are therefore also subject to its rules including corporate governance listing standards, as well as federal and state securities laws. 15 Table of Contents ● FINRA Rules. FINRA rules and guidance may affect how WisdomTree U.S. listed ETFs are sold by member firms.
In addition, our common stock is listed on the New York Stock Exchange and we are therefore also subject to its rules including corporate governance listing standards, as well as federal and state securities laws. · FINRA Rules. FINRA rules and guidance may affect how WisdomTree U.S. listed ETFs are sold by member firms.
In the U.K., we were also named Best Workplace for medium-sized companies for the fifth consecutive year and a 2024 Best Workplace for Women by Great Place to Work . Wellness, Health and Safety The wellbeing of our employees is a primary focus. We are continuously evolving and refining how we work best to achieve individual, team and Company goals.
In the U.K., we were also named Best Workplace for medium-sized companies for the sixth consecutive year and a 2025 Best Workplace for Women by Great Place to Work. Wellness, Health and Safety The wellbeing of our employees is a primary focus. We are continuously evolving and refining how we work best to achieve individual, team and Company goals.
We remain committed to being a trusted provider of innovative products and services guided by proactive engagement and regulatory collaboration. 14 Table of Contents U.S. Regulation All aspects of our business are subject to various federal and state laws and regulations.
We remain committed to being a trusted provider of innovative products and services guided by proactive engagement and regulatory collaboration. U.S. Regulation All aspects of our business are subject to various federal and state laws and regulations.
WMAI is not authorized or regulated by the Central Bank by virtue of issuing ETPs. 19 Table of Contents The Central Bank, as competent authority under the Prospectus Regulation, has approved the Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Regulation.
WMAI is not authorized or regulated by the Central Bank by virtue of issuing ETPs. The Central Bank, as competent authority under the Prospectus Regulation, has approved the Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Regulation.
Senior and academic advisors, including Professor Jeremy Siegel, Senior Economist to WisdomTree, enhance our outreach by participating as keynote speakers at industry and company-hosted events. Our sales professionals provide consultative, value-added services to deepen relationships and expand our network of financial advisors. As of December 31, 2024, our global sales team included 53 professionals.
Senior and academic advisors, including Professor Jeremy Siegel, Senior Economist to WisdomTree, enhance our outreach by participating as keynote speakers at industry and company-hosted events. Our sales professionals provide consultative, value-added services to deepen relationships and expand our network of financial advisors. As of December 31, 2025, our global sales team included 86 professionals.
Obligations imposed on WMAI under MAD include the requirement to publish inside information in a public and timely manner, to draw up and maintain a list of insiders and to refrain from market manipulation. ● CSDR.
Obligations imposed on WMAI under MAD include the requirement to publish inside information in a public and timely manner, to draw up and maintain a list of insiders and to refrain from market manipulation. 22 Table of Contents · CSDR.
By aligning advisor relationships with marketing and targeted research and products that resonate with market sentiment, we believe we stand out from competitors. 8 Table of Contents ● Efficient business model with lower risk profile. Our investments in digital tools, data and core capabilities in product development, marketing, research and sales support an efficient business model.
By aligning advisor relationships with marketing and targeted research and products that resonate with market sentiment, we believe we stand out from competitors. · Efficient business model with lower risk profile. Our investments in digital tools, data and core capabilities in product development, marketing, research and sales support an efficient business model.
Our global employee-led Women’s Initiative Network (WIN) was launched in 2019 and supports career and leadership development through global events, seminars, roundtable forums, charitable giving initiatives, and a mentorship program that connects WIN members of all genders with firm leaders to help them achieve their career development goals.
Our global employee-led Women’s Initiative Network (WIN) supports career and leadership development through global events, seminars, roundtable forums, charitable giving initiatives, and a mentorship program that connects WIN members of all genders with firm leaders to help them achieve their career development goals.
By expanding our revenue streams, leading in blockchain-enabled finance, deepening advisor relationships, leveraging technology and effectively deploying capital, we are driving sustainable growth and creating long-term value for stockholders.
By expanding our revenue streams, leading in blockchain-enabled financial services, deepening advisor relationships, leveraging technology and effectively deploying capital, we are driving sustainable growth and creating long-term value for stockholders.
Strategies span across equity, commodity, government bond and currency exposures. Total AUM of our Leveraged & Inverse products was $1.9 billion at December 31, 2024. Cryptocurrency Our cryptocurrency ETPs provide investors with a simple, secure and cost-efficient way to gain exposure to the price of cryptocurrencies, while utilizing the best of traditional financial infrastructure and product structuring.
Strategies span across equity, commodity, government bond and currency exposures. Total AUM of our Leveraged & Inverse products was $3.3 billion at December 31, 2025. Cryptocurrency ETPs Our cryptocurrency ETPs provide investors with a simple, secure and cost-efficient way to gain exposure to the price of cryptocurrencies, while utilizing the best of traditional financial infrastructure and product structuring.
WIN initiatives have fostered firm-wide connectivity and increased internal and external visibility for female employees. The success of our employee inclusion and engagement efforts is demonstrated by our 93.8% employee retention rate in 2024. We also achieved overall positive results from our 2024 global employee engagement survey, with a 99% participation rate.
WIN initiatives have fostered firm-wide connectivity and increased internal and external visibility for female employees. 11 Table of Contents The success of our employee inclusion and engagement efforts is demonstrated by our 93.8% employee retention rate in 2025. We also achieved overall positive results from our 2025 global employee engagement survey, with a 99% participation rate.
Equity We offer equity products that provide access to the securities of large, mid and small-cap companies located in the U.S., as well as particular market sectors and styles. Our U.S. Equity products generally track our own indexes and quantitative active strategies. Total AUM of our U.S. Equity products was $35.4 billion at December 31, 2024.
Equity ETPs We offer equity products that provide access to the securities of large, mid and small-cap companies located in the U.S., as well as particular market sectors and styles. Our U.S. Equity products generally track our own indexes and quantitative active strategies. Total AUM of our U.S. Equity products was $41.4 billion at December 31, 2025.
FINRA rules also apply to our fund marketing and sales material. ● Federal Money Services Business and State Money Transmission Laws.
FINRA rules also apply to our fund marketing and sales materials. · Federal Money Services Business and State Money Transmission Laws.
We are integrating artificial intelligence (AI) into certain aspects of our daily workflows to drive scalability and efficiency, while continuing to assess its broader applications over time. Additionally, we continue to take a proactive approach to capital deployment. We have repurchased over $100.0 million of our common stock over the past four years.
We are integrating artificial intelligence (AI) into certain aspects of our daily workflows to drive scalability and efficiency, while continuing to assess its broader applications over time. Additionally, we continue to take a proactive approach to capital deployment. We have repurchased over $165 million of our common stock over the past two years.
We also collaborate with senior advisers, including Professor Jeremy Siegel, on product development ideas, model strategies and market commentaries. Product Development We are focused on driving continued growth through innovative product development, including through our Modern Alpha approach and our digital assets offerings.
We also collaborate with senior advisers, including Professor Jeremy Siegel, on product development ideas, model strategies and market commentaries. 14 Table of Contents Product Development We are focused on driving continued growth through innovative product development, including through our Modern Alpha approach and our digital assets offerings.
Total AUM of our Emerging Market Equity products was $10.5 billion at December 31, 2024. Leveraged & Inverse We offer leveraged products which seek to achieve a return that is a multiple of the performance of the underlying index and inverse products that seek to deliver the opposite of the performance in the index or benchmark they track.
Total AUM of our Emerging Market Equity products was $10.6 billion at December 31, 2025. Leveraged & Inverse ETPs We offer leveraged products which seek to achieve a return that is a multiple of the performance of the underlying index and inverse products that seek to deliver the opposite of the performance in the index or benchmark they track.
According to Morningstar, from January 1, 2022 through December 31, 2024, equity ETFs have generated positive inflows of approximately $2.0 trillion, while long-term equity mutual funds have generated outflows of approximately ($1.6) trillion. In addition, ETF fixed income flows are benefiting from a broader range of investors gravitating toward fixed income products in the ETF structure.
According to Morningstar, from January 1, 2023 through December 31, 2025, equity ETFs have generated positive inflows of approximately $2.8 trillion, while long-term equity mutual funds have generated outflows of approximately ($2.0) trillion. In addition, ETF fixed income flows are benefiting from a broader range of investors gravitating toward fixed income products in the ETF structure.
With regulatory approvals expanding and market adoption accelerating, we believe that we are well-positioned to capitalize on the transformative potential of tokenized assets. ● Strengthening Model Portfolios and Advisor Solutions: Our ability to deliver strong model performance and asset growth enables us to navigate rigorous selection processes at some of the leading wealth management firms in the United States.
With regulatory approvals expanding and market adoption accelerating, we believe that we are well-positioned to capitalize on the transformative potential of tokenized assets. 10 Table of Contents · Strengthening Model Portfolios and Advisor Solutions: Our ability to deliver strong model performance and asset growth enables us to navigate rigorous selection processes at some of the leading wealth management firms in the U.S.
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. Assets Under Management WisdomTree ETPs We offer ETPs covering equity, fixed income, commodities, leveraged-and-inverse, currency, alternatives and cryptocurrency.
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. 2 Table of Contents Assets Under Management WisdomTree Products We offer products covering equity, commodities, fixed income, leveraged-and-inverse, cryptocurrency, currency, alternatives, and private assets.
Therefore, the insolvency of one Sub-fund cannot affect another Sub-fund. ● EMIR. EMIR provides for OTC derivative contracts to be submitted to central clearing and imposes, inter alia, margin posting and other risk mitigation techniques, reporting and record keeping requirements. WTICAV uses OTC derivatives instruments to hedge the currency risk of some of its sub-funds, which are subject to EMIR.
EMIR provides for OTC derivative contracts to be submitted to central clearing and imposes, inter alia, margin posting and other risk mitigation techniques, reporting and record keeping requirements. WTICAV uses OTC derivatives instruments to hedge the currency risk of some of its sub-funds, which are subject to EMIR.
See “Other Income/(Expenses)” in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. ● Net income – We reported net income of $102.5 million and $66.7 million during the years ended December 31, 2023 and 2024, respectively.
See “Other Income/(Expenses)” in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. · Net income – We reported net income of $66.7 million and $109.1 million during the years ended December 31, 2024 and 2025, respectively.
CSDR introduced measures to prevent settlement failures, with settlement failures resulting in penalty charges applied by the Central Securities Depositaries to failing parties. Since most WTICAV sub-funds employ physical replication using equities and bonds, trades in these equities that take place within the EU come into scope of CSDR. This regulation came into force on February 1, 2022.
CSDR introduced measures to prevent settlement failures, with settlement failures resulting in penalty charges applied by the Central Securities Depositaries to failing parties. Since most WTICAV sub-funds employ physical replication using equities and bonds, trades in these equities that take place within the EU come into scope of CSDR.
The chart below sets forth the asset mix of our ETPs at December 31, 2022, 2023 and 2024: 2 Table of Contents Our Operating and Financial Results We operate as an ETP sponsor and asset manager, providing investment advisory services globally through our subsidiaries in the U.S. and Europe. U.S.
The chart below sets forth the asset mix of our products at December 31, 2023, 2024 and 2025: Our Operating and Financial Results We operate as an ETP sponsor and asset manager, providing investment advisory services globally through our subsidiaries in the U.S. and Europe. U.S.
Looking ahead, we will continue to evaluate additional stock buybacks, as well as potential strategic acquisitions and partnerships that align with our long-term vision. 9 Table of Contents We believe our disciplined execution and our growth strategies position us for continued success in 2025 and beyond.
Looking ahead, we will continue to evaluate additional stock buybacks, as well as additional strategic acquisitions and partnerships that align with our long-term vision. We believe our disciplined execution and our growth strategies position us for continued success in 2026 and beyond.
Additionally, in the U.S., we were named a “2024 Best Places to Work in Money Management” by Pensions & Investments for the fifth consecutive year and ranked second within the category for managers with 100-499 employees.
Additionally, in the U.S., we were named a “2025 Best Places to Work in Money Management” by Pensions & Investments for the sixth consecutive year and ranked first within the category for managers with 100-499 employees.
The Base Prospectus also has been approved by the FCA as competent authority pursuant to the U.K. version of Regulation (EU) No 2017/1129 of the European Parliament and the Council of 14 June 2017 on the form and content of such prospectuses and repealing Directive 2003/71/EC which is part of U.K. law by virtue of the U.K. Prospectus Regulation.
The Base Prospectus has also been approved by the FCA, acting as the competent authority under the U.K. version of Regulation (EU) No 2017/1129 of the European Parliament and the Council of June 14, 2017 on the form and content of prospectuses, which repealed Directive 2003/71/EC and forms part of U.K. law pursuant to the U.K. Prospectus Regulation.
We foster a sense of community and purpose, encouraging an inclusive workplace where every voice is heard. Employee Profile As of December 31, 2024, we had 313 full-time employees globally, with 201 in the U.S. and 112 in Europe. We consider our relations with employees to be good.
We foster a sense of community and purpose, encouraging an inclusive workplace where every voice is heard. Employee Profile As of December 31, 2025, we had 360 full-time employees globally, with 236 in the U.S. and 124 in Europe. We consider our relations with employees to be good.
WTICAV is registered as an ICAV under the ICAV Act. Therefore, WTICAV is required to comply with various obligations under the ICAV Act such as, but not limited to, keeping proper books and records. The segregation of liability between Sub-funds means there cannot be, as a matter of Irish law, cross-contamination of liability between Sub-funds.
Therefore, WTICAV is required to comply with various obligations under the ICAV Act such as, but not limited to, keeping proper books and records. The segregation of liability between Sub-funds means there cannot be, as a matter of Irish law, cross-contamination of liability between Sub-funds. Therefore, the insolvency of one Sub-fund cannot affect another Sub-fund. · EMIR.
As of December 31, 2024, aggregate AUM of ETPs globally was $13.8 trillion. The chart below reflects the AUM of the global ETP industry since 2006: Source: Morningstar As of December 31, 2024, we were the 15 th largest ETP sponsor globally based on AUM.
As of December 31, 2025, aggregate AUM of ETPs globally was $18.2 trillion. The chart below reflects the AUM of the global ETP industry since 2006: Source: Morningstar As of December 31, 2025, we were the 15 th largest ETP sponsor globally based on AUM.
All ETCs are currently subject to PRIIPs and KIDs have been produced since January 1, 2018. 17 Table of Contents ● MiFID II.
All ETCs are currently subject to PRIIPs and KIDs have been produced since January 1, 2018. · MiFID II.
However, many of our employees, including all of our salespersons, are licensed with FINRA and are registered either as associated persons of WT Securities or the distributor of the WisdomTree Digital Funds and U.S. listed ETFs and, as such, are subject to FINRA rules that relate to licensing, continuing education requirements and sales practices.
Many of our employees, including all salespersons engaged in distribution activities, are licensed with FINRA and are registered as associated persons of WT Securities, Ceres Securities or the distributor of the WisdomTree Digital Funds and U.S. listed ETFs, as applicable, and, as such, are subject to FINRA rules that relate to licensing, continuing education and sales practices.
The Central Bank UCITS Regulations were adopted in May 2019 and, together with the UCITS Regulations, any guidance produced by the Central Bank, and the Central Bank forms, form the basis for all the requirements that the Central Bank imposes on UCITS, UCITS management companies and depositaries of UCITS. ● Central Bank Guidance.
The Central Bank UCITS Regulations were adopted in May 2019 and, together with the UCITS Regulations, any guidance produced by the Central Bank, and the Central Bank forms, form the basis for all the requirements that the Central Bank imposes on UCITS, UCITS management companies and depositaries of UCITS. · Central Bank (Individual Accountability Framework) Act 2023 (“IAF Act”).
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 blockchain-enabled financial services, we view the tokenization of real-world assets to be the next phase in the evolution of our industry.
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.
Total AUM of our International Developed Market Equity products was $17.6 billion at December 31, 2024. Emerging Market Equity Our Emerging Market Equity products provide access to exposure of large, mid and small-cap companies located in Taiwan, China, India, Russia, South Africa, South Korea and other emerging markets regions. These products also track our own indexes or quantitative active strategies.
Total AUM of our Fixed Income products was $21.1 billion at December 31, 2025. Emerging Market Equity ETPs Our Emerging Market Equity products provide access to exposure of large, mid and small-cap companies located in Taiwan, China, India, Russia, South Africa, South Korea and other emerging markets regions. These products also track our own indexes or quantitative active strategies.
In evaluating the performance of our U.S. listed equity, fixed income and alternative ETFs against actively managed and index based mutual funds and ETFs, over 80% of our U.S. listed AUM covered by Morningstar were in the top quartile of peer performance on the 3-year timeframe and over 65% of our U.S. listed AUM covered by Morningstar were in the top two quartiles of peer performance on the 10-year timeframe.
In evaluating the performance of our U.S. listed equity, fixed income and alternative ETFs against actively managed and index based mutual funds and ETFs, over 74% of our U.S. listed AUM covered by Morningstar were in the top two quartiles of peer performance on the 15-year timeframe and over 68% of our U.S. listed AUM covered by Morningstar were in the top two quartiles of peer performance on the 5-year timeframe.
Our strategic growth initiatives seek to scale our core offerings, expand market reach and enhance client engagement, focusing on four key areas: ● Scaling ETP AUM and Diversifying Revenue Streams: We continue to strengthen our position as a leader in the ETP industry by expanding our product lineup and increasing advisor engagement.
Our strategic growth initiatives seek to scale our core offerings, expand market reach and enhance client engagement, focusing on four key areas: · Scaling AUM and Diversifying Revenue Streams: We seek to strengthen our leadership position in the asset management industry by expanding our product lineup and deepening advisor engagement.
All ETC prospectuses are also approved by the Financial Conduct Authority, or FCA, as U.K.
All ETC prospectuses have been approved by the Financial Conduct Authority, or FCA, as U.K.
International Regulation Our operations outside the U.S. are subject to the laws and regulations of various non-U.S. jurisdictions and non-U.S. regulatory agencies and bodies. As we have expanded our international presence, a number of our subsidiaries and international operations have become subject to regulatory systems, in various jurisdictions, comparable to those covering our operations in the U.S.
As we have expanded our international presence, a number of our subsidiaries and international operations have become subject to regulatory systems, in various jurisdictions, comparable to those covering our operations in the U.S.
In 2024, our “Team Alpha” Awards celebrated key achievements and recognized exemplary teamwork for the fifth consecutive year. We recognize that a diverse set of perspectives is critical to innovation and have built a global workforce inclusive of gender, race, ethnicity, religion, age, disability and more. We prioritize fairness and equality through inclusive policies and practices.
In 2025, our “Team Alpha” Awards celebrated key achievements and recognized exemplary teamwork for the sixth consecutive year. We recognize that a diverse set of perspectives is critical to innovation and have built an inclusive global workforce. We prioritize fairness and equality through inclusive policies and practices.
As of December 31, 2024, we managed approximately $109.8 billion in assets under management, or AUM. Our ETPs span a broad range of strategies including equities, fixed income, commodities, leveraged-and-inverse, currency, alternatives and cryptocurrency exposures.
As of December 31, 2025, we managed approximately $144.5 billion in assets under management, or AUM. Our products span a broad range of strategies including equities, commodities, fixed income, leveraged-and-inverse, cryptocurrency, currency, alternatives, and private assets.
Additionally, we partner with third parties to market our products in Latin America and Israel. We work with select brokerage firms and independent broker-dealers to offer commission-free trading for certain ETPs in exchange for a share of advisory fee revenues. We believe these arrangements extend our distribution capabilities cost-effectively, and we continue to explore similar opportunities.
Additionally, we partner with third parties to market our products in Latin America and Israel. We work with select brokerage firms and independent broker-dealers to offer commission-free trading for certain ETPs in exchange for a share of advisory fee revenues.
In addition, the SEC continues to take an active approach in its rulemaking activity by finalizing and proposing new rules and/or rule amendments under the Investment Company Act that will impact current and future Digital Fund and ETF operations and/or investments. ● Broker-Dealer Regulations. WisdomTree Securities, Inc., or WT Securities, is a FINRA member firm.
In addition, the SEC continues to take an active approach in its rulemaking activity by finalizing and proposing new rules and/or rule amendments under the Investment Company Act that will impact current and future Digital Fund and ETF operations and/or investments.
WisdomTree Management Limited registered with the FCA as an Authorised Schedule 5 – operator of a temporary recognized scheme, and under the Temporary Marketing Permissions Regime, the WisdomTree UCITS ETFs continue to be available to U.K. investors. WTICAV is established and operated as an ICAV with segregated liability between its Sub-Funds.
WisdomTree Management Limited registered with the FCA as an Authorised Schedule 5 – operator of a temporary recognized scheme, and under the Temporary Marketing Permissions Regime, the WisdomTree UCITS ETFs continue to be available to U.K. investors.
WisdomTree Asset Management, Inc., or WTAM, and WisdomTree Digital Management, Inc., or WT Digital Management, two of our subsidiaries, are registered as investment advisers under the Investment Advisers Act and, as such, are regulated by the SEC.
WisdomTree Asset Management, Inc., or WTAM, WisdomTree Digital Management, Inc., or WT Digital Management, and Ceres, three of our subsidiaries, are registered as investment advisers under the Investment Advisers Act and, as such, are subject to regulation and oversight by the SEC.
Irish-Domiciled Issuer (Managed by WisdomTree Multi Asset Management Limited) One of our subsidiaries, WisdomTree Multi Asset Management Limited, is a Jersey based management company providing investment and other management services to WisdomTree Multi Asset Issuer PLC, or WMAI, in respect of the ETPs issued by WMAI.
This regulation came into force on February 1, 2022. 21 Table of Contents Irish-Domiciled Issuer (Managed by WisdomTree Multi Asset Management Limited) One of our subsidiaries, WisdomTree Multi Asset Management Limited, is a Jersey based management company providing investment and other management services to WisdomTree Multi Asset Issuer PLC, or WMAI, in respect of the ETPs issued by WMAI.
All new employees attend a compliance training session with a compliance officer during onboarding, and thereafter, employees are required to attend firmwide annual compliance training and to complete compliance certifications annually and in some instances, quarterly.
All new employees attend a compliance training session with a compliance officer during onboarding, and thereafter, employees are required to attend firmwide annual compliance training and to complete compliance certifications annually and in some instances, quarterly. We also conduct mandatory cybersecurity training and other training programs as required by law.
Our incentive compensation program rewards both individual and Company performance, incorporating quantitative metrics and qualitative results that incentivize growth. We believe a key to our success is our entrepreneurial culture, where employees think and act like owners. Equity awards are an important component of our compensation strategy, reinforcing this ownership mindset and further aligning employee incentives with stockholder value.
We believe a key to our success is our entrepreneurial culture, where employees think and act like owners. Equity awards are an important component of our compensation strategy, reinforcing this ownership mindset and further aligning employee incentives with stockholder value.
Marketing Our marketing efforts are focused on the following objectives: increase our global brand awareness, leverage a robust data-driven digital sales experience to generate new clients and drive inflows to our products and model portfolios and retain existing clients, with a focus on cross-selling additional WisdomTree ETPs.
We believe these arrangements extend our distribution capabilities cost-effectively, and we continue to explore similar opportunities. 13 Table of Contents Marketing Our marketing efforts are focused on the following objectives: increase our global brand awareness, leverage a robust data-driven digital sales experience to generate new clients and drive inflows to our products and model portfolios and retain existing clients, with a focus on cross-selling additional WisdomTree ETPs.
Other market firsts include the first ETF to add bitcoin futures exposure, multifactor ETFs with dynamic currency hedging as a factor, a 90/60 balanced ETF and the emerging markets small-cap equity ETF, as well as one of the first spot bitcoin ETFs in the U.S.
Other market firsts include the first ETF to add bitcoin futures exposure, multifactor ETFs with dynamic currency hedging as a factor, a 90/60 balanced ETF, the emerging markets small-cap equity ETF and the first ETF focused specifically on European defense companies.
Patent and Trademark Office issued to us our patent on Financial Instrument Selection and Weighting System and Method, which is embodied in our dividend weighted equity indexes.
Patent and Trademark Office issued to us our patent on Financial Instrument Selection and Weighting System and Method, which is embodied in our dividend weighted equity indexes. We currently do not rely upon our patent for a competitive advantage.
Total AUM of our Commodity & Currency products was $21.9 billion at December 31, 2024. Fixed Income Our Fixed Income products seek to enhance income potential within the fixed income universe. We offer a suite of bond products based on either leading fixed income benchmarks we license from third parties or active strategies.
Total AUM of our International Developed Market Equity products was $25.6 billion at December 31, 2025. 12 Table of Contents Fixed Income ETPs Our Fixed Income products seek to enhance income potential within the fixed income universe. We offer a suite of bond products based on either leading fixed income benchmarks we license from third parties or active strategies.
We believe this expansion into digital assets complements our core competencies in a holistic manner, will diversify our revenue streams and contribute further to our growth. Our competitive success will largely depend on our ability to offer innovative products, including through both traditional ETPs and digital asset exposures, as well as broader blockchain-enabled finance, including savings and payments.
We believe this expansion into digital assets complements our core competencies, diversifies our revenue streams and contributes to our long-term growth. 15 Table of Contents Our competitive success will largely depend on our ability to offer innovative products, including through both traditional ETPs and digital asset exposures, as well as broader blockchain-enabled financial services, including savings and payments.
Our global, employee-led Diversity, Equity and Inclusion (DEI) Council, established in 2021, oversees initiatives like neurodiversity training, implicit bias workshops, inclusive feedback training and financial literacy programs. The DEI Council also promotes awareness days and months across the firm in recognition of Black history, women’s history, pride, mental health and men’s health, among others.
Our global, employee-led Community and Connection Collective (C3) oversees initiatives like accessibility training, empowerment workshops, inclusive feedback training and financial literacy programs. C3 also promotes awareness days and months across the firm in recognition of Black history, women’s history, pride, mental health and men’s health, among others.
This business is separate from other WisdomTree subsidiaries operating as Digital Fund and ETF sponsors in the U.S. which are not required to be registered with the SEC as broker-dealers under the Securities Exchange Act of 1934, as amended, or Exchange Act.
This broker-dealer activity is conducted separately from other WisdomTree subsidiaries that act as Digital Fund and ETF sponsors in the U.S. and are not required to register as broker-dealers under the Securities Exchange Act of 1934, as amended, or Exchange Act.
Total AUM of our Fixed Income products was $20.0 billion at December 31, 2024. International Developed Market Equity Our International Developed Market Equity products offer a variety of strategies including currency hedged and dynamic currency hedged products, exposures to large, mid and small-cap companies in these markets and multifactor strategies.
Total AUM of our Commodity & Currency products was $37.0 billion at December 31, 2025. International Developed Market Equity ETPs Our International Developed Market Equity products offer a variety of strategies including currency-hedged and dynamic currency-hedged exposures, as well as large, mid and small-cap and multifactor strategies.
Our blockchain-native digital wallet, WisdomTree Prime, provides direct-to-consumer access to digital assets, including bitcoin, ether, tokenized gold, U.S. dollar tokens and 13 Digital Funds, while also enabling spending functionality through a co-branded debit card. WisdomTree Connect supports institutional clients by offering direct access to our Digital Funds via self-hosted or third-party custodial wallets.
WisdomTree Connect provides institutional clients with direct access to our Digital Funds through self-hosted or third-party custodial wallets, while WisdomTree Prime, a blockchain-native digital wallet, offers direct-to-consumer access to bitcoin, ether, tokenized gold, U.S. dollar tokens and 15 Digital Funds.
Listed ETFs The AUM of our U.S. listed exchange traded funds, or U.S. listed ETFs, increased from $72.5 billion at December 31, 2023 to $79.1 billion at December 31, 2024 due to market appreciation and net inflows.
Listed ETFs The AUM of our U.S. listed exchange traded funds, or U.S. listed ETFs, increased from $79.1 billion at December 31, 2024 to $88.5 billion at December 31, 2025 due to market appreciation and net inflows. 3 Table of Contents European Listed ETPs The AUM of our European listed (including internationally cross-listed) ETPs, or European listed ETPs, increased from $30.7 billion at December 31, 2024 to $53.5 billion at December 31, 2025, due to market appreciation and net inflows.
The frequent release of new features and product updates enhance the application’s product offering; • WisdomTree Connect: This platform offers businesses and institutional users direct access to our Digital Funds using their own self-hosted wallet or a third-party custodial wallet service.
Key advances include: • WisdomTree Connect: This platform offers businesses and institutional users direct access to our Digital Funds using their own self-hosted wallet or a third-party custodial wallet service.
WisdomTree Transfers, Inc., or WT Transfers, is a transfer agent registered with the SEC. As a transfer agent, WT Transfers provides transfer agency and registrar services for the Digital Funds offered through WisdomTree Prime. WT Transfers’ transfer agency and registrar services are subject to Section 17A of the Exchange Act and applicable rules promulgated thereunder.
WisdomTree Transfers, Inc., or WT Transfers, is a transfer agent registered with the SEC. As a transfer agent, WT Transfers provides transfer agency and registrar services for the Digital Funds offered through WisdomTree Prime.
In addition, operating revenues during the year ended December 31, 2024 include $4.3 million of other revenue related to legal and other expenses expected to be covered by insurance that were incurred in connection with a settlement with the SEC regarding certain statements about the ESG screening process for three ETFs advised by WisdomTree Asset Management, Inc.
Other income for the prior year also included $4.3 million of other revenues related to legal and other related expenses incurred in connection with a settlement with the SEC regarding certain statements about the ESG screening process for three ETFs advised by WisdomTree Asset Management, Inc.
GLOBAL RANKING Rank ETP Sponsor AUM ($ in billions) 1 iShares 4,235 2 Vanguard 3,200 3 State Street 1,609 4 Invesco 751 5 Charles Schwab 395 6 Amundi 278 7 Xtrackers 270 8 Nomura 242 9 JPMorgan 220 10 First Trust 181 11 Dimensional 168 12 UBS 119 13 Nikko AM 111 14 VanEck 110 15 WisdomTree 110 16 Fidelity 107 17 Daiwa 105 18 BMO 95 19 Global X 88 20 ProFunds/ProShares 78 Source: Morningstar 5 Table of Contents Exchange traded funds, or ETFs, while similar to mutual funds in many respects, attract a wide array of investors who value their unique benefits, including: ● Transparency.
GLOBAL RANKING Rank ETP Sponsor AUM ($ in billions) 1 iShares 5,412 2 Vanguard 4,129 3 State Street 1,988 4 Invesco 976 5 Charles Schwab 495 6 Amundi 411 7 Xtrackers 362 8 JPMorgan 326 9 Nomura 299 10 Dimensional 243 11 First Trust 220 12 VanEck 176 13 UBS 170 14 Fidelity 148 15 WisdomTree 143 16 Amova 137 17 Daiwa 130 18 Global X 128 19 BMO 120 20 Capital Group 108 Source: Morningstar 6 Table of Contents Exchange traded funds, or ETFs, while similar to mutual funds in many respects, attract a wide array of investors who value their unique benefits, including: · Transparency.
We believe ETPs are set to grow faster than the broader asset management industry, giving us an edge over legacy mutual fund providers. We also expect our early entry into digital assets will reinforce our role as an innovator and leader in blockchain-enabled financial services. ● Experienced and innovative leadership.
We believe ETPs are poised to grow at a faster rate than the broader asset management industry, providing a competitive advantage relative to legacy mutual fund providers. We also expect that our early entry into digital assets will strengthen our position as an innovator and leader in blockchain-enabled financial services.
The UCITS Regulations, which transpose Council Directive 2009/65/EC, Commission Directive 2010/43/EC and Commission Directive 2010/44/EC into Irish law, became effective on July 1, 2011. UCITS established in Ireland are authorized under the UCITS Regulations. ● Central Bank (Supervision and Enforcement) Act 2013 (Section 48(1)) (Undertakings for Collective Investment in Transferable Securities) Regulations 2019 (“Central Bank UCITS Regulations”).
The UCITS Regulations, which transpose Council Directive 2009/65/EC (the “UCITS Directive”), Commission Directive 2010/43/EC and Commission Directive 2010/44/EC into Irish law, became effective on July 1, 2011. UCITS established in Ireland are authorized under the UCITS Regulations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese risks, detailed below, include but are not limited to: Market Risks ● Impact on AUM from declining prices and volatile market conditions ● Fluctuations in the composition and mix of AUM and impact on financial results ● Market disruptions may undermine investor confidence in ETPs Concentration Risks ● Dependence on a limited number of products generating substantial revenue ● Exposure to declining commodity prices and domestic/foreign market conditions ● Risk of investor withdrawals Third-Party Provider Risks ● Reliance on third-party vendors for critical administrative, custody and portfolio management services ● Insufficient internal controls or failures by third-party vendors ● Counterparty risks related to European products ● Inadequacies in risk management policies and procedures Competition and Distribution Risks ● Intense competition in the asset management industry ● Dependence on third-party distribution channels Performance and Investment Risks ● Limited track record for many of our ETPs Operational Risks ● Increased risks and resource demands related to our European business ● Risk of operational failures, particularly with European crypto basket ETPs ● Risks associated with strategic transactions ● Exposure to catastrophic and unpredictable events Technology Risks ● Limitations, failures or breaches of our or third-party technology systems, including artificial intelligence Human Capital Risks ● Challenges in retaining or recruiting key personnel Expense and Cash Management Risks ● Significant fluctuations in expenses Legal and Regulatory Risks ● Costs and complexities of complying with evolving regulations ● Legal proceedings requiring substantial management attention ● Risks of intellectual property infringement claims or failure to protect trademarks and intellectual property rights Digital Assets Risks ● Risks tied to our digital assets business, including competition, product development, outsourced services, cybersecurity, blockchain infrastructure and technology, regulatory compliance, anti-money laundering and other related risks Other Company Risks ● Potential actions by activist stockholders ● Risks of change in control resulting in the termination of investment management agreements ● Challenges securing approval for advisory agreements and fees ● Reputational risk Risks Related to Common Stock and Convertible Notes ● Volatility in the market price of common stock ● Negative commentary or downgrades by equity analysts ● Challenges in raising funds for convertible note settlements or repurchases ● Risks tied to conditional conversion features of convertible notes ● Impact of future issuances of common stock or equity-linked securities ● Anti-takeover provisions in corporate governance documents ● Stockholder rights plan terms and conditions ● Failure to pay dividends or repurchase common stock 22 Table of Contents Market Risks Declining prices of securities, gold and other precious metals and other commodities and changes in interest rates and general market conditions can adversely affect our business by reducing the market value of the assets we manage or causing WisdomTree ETP investors to sell their fund shares and trigger redemptions.
Biggest changeThese risks, detailed below, include but are not limited to: Market Risks · Impact on AUM from declining prices and volatile market conditions · Fluctuations in the composition and mix of AUM and impact on financial results · Market disruptions may undermine investor confidence in ETPs Concentration Risks · Dependence on a limited number of products generating substantial revenue · Exposure to declining commodity prices and domestic/foreign market conditions · Risk of investor withdrawals Third-Party Provider Risks · Reliance on third-party vendors for critical administrative, custody and portfolio management services · Insufficient internal controls or failures by third-party vendors · Counterparty risks related to European products · Inadequacies in risk management policies and procedures 23 Table of Contents Competition and Distribution Risks · Intense competition in the asset management industry · Dependence on third-party distribution channels Performance and Investment Risks · Limited track record for many of our ETPs Operational Risks · Increased risks and resource demands related to our European business · Operational risks related to the post-acquisition integration of Ceres · Risk of operational failures, particularly with European crypto basket ETPs · Risks associated with strategic transactions · Exposure to catastrophic and unpredictable events Technology Risks · Limitations, failures or breaches of our or third-party technology systems, including artificial intelligence Human Capital Risks · Challenges in retaining or recruiting key personnel, including related to the Ceres Acquisition Expense and Cash Management Risks · Significant fluctuations in expenses Legal and Regulatory Risks · Costs and complexities of complying with evolving regulations · Legal proceedings requiring substantial management attention · Risks of intellectual property infringement claims or failure to protect trademarks and intellectual property rights · Expanded and evolving regulatory requirements and increased supervisory oversight related to the Ceres Acquisition Digital Assets Risks · Risks tied to our digital assets business, including competition, product development, outsourced services, cybersecurity, blockchain infrastructure and technology, regulatory compliance, anti-money laundering and other related risks Ceres Risks · Risks tied to the Ceres Acquisition and our entry into private assets, including execution and capital raising risks and reliance on key personnel, exposure to farmland, real estate and agricultural market conditions, tenant and commodity price risks, regulatory and environmental compliance, risks associated with Ceres Farms’ REIT status, and risks related to the pursuit of new business opportunities Other Company Risks · Potential actions by activist stockholders · Risks of change in control resulting in the termination of investment management agreements · Challenges securing approval for advisory agreements and fees · Reputational risk Risks Related to Common Stock and Convertible Notes · Volatility in the market price of common stock · Negative commentary or downgrades by equity analysts · Challenges in raising funds for convertible note settlements or repurchases · Risks tied to conditional conversion features of convertible notes · Impact of future issuances of common stock or equity-linked securities · Anti-takeover provisions in corporate governance documents · Stockholder rights plan terms and conditions · Failure to pay dividends or repurchase common stock 24 Table of Contents Market Risks Declining prices of securities, gold and other precious metals and other commodities and changes in interest rates and general market conditions can adversely affect our business by reducing the market value of the assets we manage or causing WisdomTree ETP investors to sell their fund shares and trigger redemptions.
Our ability to successfully compete will depend largely on offering innovative products through digital asset exposures (and more broadly in blockchain-enabled finance, including savings and payments), having strong internal controls and risk management infrastructure to enable customer trust, embracing regulation, developing strategic partnerships with participants in the digital assets ecosystem and broader financial services ecosystem, promoting thought leadership and consumer education or awareness, building upon our brand and attracting and retaining talented employees.
Our ability to successfully compete will depend largely on offering innovative products through digital asset exposures (and more broadly in blockchain-enabled financial services, including savings and payments), having strong internal controls and risk management infrastructure to enable customer trust, embracing regulation, developing strategic partnerships with participants in the digital assets ecosystem and broader financial services ecosystem, promoting thought leadership and consumer education or awareness, building upon our brand and attracting and retaining talented employees.
We outsource to third-party vendors to provide us with many services that are critical to operating our business, including Mellon Investments Corporation, Newton Investment Management North America, LLC and Voya Investment Management Co., LLC as sub-advisers providing portfolio management services, and The Bank of New York Mellon, or BNY Mellon, to provide custody services, fund accounting, administration, transfer agency and securities lending services.
We outsource to third-party vendors to provide us with many services that are critical to operating our business, including Mellon Investments Corporation, Newton Investment Management North America, LLC, Voya Investment Management Co., LLC and Insight North America LLC as sub-advisers providing portfolio management services, and The Bank of New York Mellon, or BNY Mellon, to provide custody services, fund accounting, administration, transfer agency and securities lending services.
Third-Party Service Provider Risks We primarily depend on Mellon Investments Corporation, Newton Investment Management North America, LLC and Voya Investment Management Co., LLC to provide portfolio management services, The Bank of New York Mellon to provide us with critical administrative services to operate our business and our U.S. listed ETFs, and other third parties to provide many other critical services to operate our business and our U.S. listed ETFs.
Third-Party Service Provider Risks We primarily depend on Mellon Investments Corporation, Newton Investment Management North America, LLC, Voya Investment Management Co., LLC and Insight North America LLC to provide portfolio management services, The Bank of New York Mellon to provide us with critical administrative services to operate our business and our U.S. listed ETFs, and other third parties to provide many other critical services to operate our business and our U.S. listed ETFs.
However, an activist campaign that seeks to replace or remove members of our Board of Directors or changes in our strategic direction could have an adverse effect on us because: ● responding to actions by activist stockholders is costly and may be disruptive, time-consuming and divert the attention of our Board of Directors and senior management from the pursuit of business strategies, which could adversely affect our results of operations and financial condition; 33 Table of Contents ● perceived uncertainties about our future direction as a result of changes to the composition of our Board of Directors, or senior management team, including our Chief Executive Officer, or changes to our stockholder base may lead to the perception of a change in the direction of the business, instability or lack of continuity, which may be exploited by our competitors, may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners; ● these types of actions could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business; and ● if individuals are elected to our Board of Directors with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and to create additional value for our stockholders.
However, an activist campaign that seeks to replace or remove members of our Board of Directors or changes in our strategic direction could have an adverse effect on us because: · responding to actions by activist stockholders is costly and may be disruptive, time-consuming and divert the attention of our Board of Directors and senior management from the pursuit of business strategies, which could adversely affect our results of operations and financial condition; · perceived uncertainties about our future direction as a result of changes to the composition of our Board of Directors, or senior management team, including our Chief Executive Officer, or changes to our stockholder base may lead to the perception of a change in the direction of the business, instability or lack of continuity, which may be exploited by our competitors, may result in the loss of potential business opportunities and may make it more difficult to attract and retain qualified personnel and business partners; · these types of actions could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business; and · if individuals are elected to our Board of Directors with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and to create additional value for our stockholders.
In the event of any default by, or the insolvency of, any counterparty, the relevant products may be exposed to the under-segregation of assets, fraud or other factors that may result in the recovery of less than all of the property of our issuers that was held in custody or safekeeping in the case of physically backed products or the recovery of property that is insufficient in value to cover all amounts payable to holders of the applicable products upon their redemption. 25 Table of Contents The impact of market stress or counterparty financial condition may not be accurately foreseen or evaluated and, as a result, we may not take sufficient action to reduce counterparty risks effectively.
In the event of any default by, or the insolvency of, any counterparty, the relevant products may be exposed to the under-segregation of assets, fraud or other factors that may result in the recovery of less than all of the property of our issuers that was held in custody or safekeeping in the case of physically-backed products or the recovery of property that is insufficient in value to cover all amounts payable to holders of the applicable products upon their redemption. 27 Table of Contents The impact of market stress or counterparty financial condition may not be accurately foreseen or evaluated and, as a result, we may not take sufficient action to reduce counterparty risks effectively.
In addition, the SEC approved a broad set of rules regarding data reporting and fund liquidity, fund valuation and funds’ use of derivatives, which impose additional expense and require additional administrative services and requirements, among other matters, to comply with these rules.
In addition, the SEC approved a broad set of rules regarding data reporting and fund liquidity, fund valuation, funds’ use of derivatives and funds’ names, which impose additional expense and require additional administrative services and requirements, among other matters, to comply with these rules.
We also must comply with certain requirements under the Investment Company Act with respect to the WisdomTree U.S. listed ETFs for which WTAM acts as investment adviser and with respect to our Digital Funds for which WT Digital Management acts as an investment adviser.
We also must comply with certain requirements under the Investment Company Act with respect to our U.S. listed ETFs for which WTAM acts as investment adviser and with respect to our Digital Funds for which WT Digital Management acts as an investment adviser.
We currently do not enter into arrangements to hedge against fluctuations in the price of gold and any hedging we may undertake in the future may not be cost-effective or sufficient to hedge against this gold exposure. 23 Table of Contents A significant portion of our AUM is held in products with exposure to U.S. and international developed markets, and we therefore have exposure to domestic and foreign market conditions and are subject to currency exchange rate risks.
We currently do not enter into arrangements to hedge against fluctuations in the price of gold and any hedging we may undertake in the future may not be cost-effective or sufficient to hedge against this gold exposure. 25 Table of Contents A significant portion of our AUM is held in products with exposure to U.S. and international developed markets, and we therefore have exposure to domestic and foreign market conditions and are subject to currency exchange rate risks.
New entrants often seek to differentiate themselves by offering low-fee ETPs; as a result, funds priced at 20 basis points or less have captured approximately 80% of global net flows over the past three years. This fee compression trend continues, with many of our competitors well-positioned to benefit.
New entrants often seek to differentiate themselves by offering low-fee ETPs; as a result, funds priced at 20 basis points or less have captured approximately 70% of global net flows over the past three years. This fee compression trend continues, with many of our competitors well-positioned to benefit.
Any inability to access and successfully sell our products through our distribution channels could have a negative effect on our AUM levels and adversely impact our business. 26 Table of Contents Performance and Investment Risks Many of our ETPs have a limited track record and poor investment performance could cause our revenues to decline.
Any inability to access and successfully sell our products through our distribution channels could have a negative effect on our AUM levels and adversely impact our business. 28 Table of Contents Performance and Investment Risks Many of our ETPs have a limited track record and poor investment performance could cause our revenues to decline.
If one or more holders elect to convert their notes, we would be required to settle any converted principal through the payment of cash, which could adversely affect our liquidity. 35 Table of Contents Future issuances of our common stock or equity-linked securities could lower our stock price and dilute the interests of existing stockholders.
If one or more holders elect to convert their notes, we would be required to settle any converted principal through the payment of cash, which could adversely affect our liquidity. Future issuances of our common stock or equity-linked securities could lower our stock price and dilute the interests of existing stockholders.
See the section entitled “Cautionary Note Regarding Forward-Looking Statements.” 21 Table of Contents Summary of Risk Factors Our business faces various risks that could impact our ability to achieve objectives, as well as adversely affect our financial condition, results of operations, cash flow, and overall prospects.
See the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Summary of Risk Factors Our business faces various risks that could impact our ability to achieve objectives, as well as adversely affect our financial condition, results of operations, cash flow, and overall prospects.
Our failure to successfully execute or integrate these transactions could materially and adversely affect our business, results of operations and financial condition. 27 Table of Contents We instruct trades and perform other operational processes in respect of crypto basket ETPs that we have launched in Europe. Operational failures could materially affect our business and harm investors in these products.
Our failure to successfully execute or integrate these transactions could materially and adversely affect our business, results of operations and financial condition. We instruct trades and perform other operational processes in respect of crypto basket ETPs that we have launched in Europe. Operational failures could materially affect our business and harm investors in these products.
The occurrence of any of the foregoing could result in unexpected expenses, reduce our revenues and adversely affect our business and financial results. 30 Table of Contents We have been issued trademark and other intellectual property rights but may not be able to enforce or protect such intellectual property rights, which may harm our business.
The occurrence of any of the foregoing could result in unexpected expenses, reduce our revenues and adversely affect our business and financial results. We have been issued trademark and other intellectual property rights but may not be able to enforce or protect such intellectual property rights, which may harm our business.
We also rely on third-party providers to license indexes to certain of our U.S. listed ETFs, perform index calculation services for our indexes and a third-party distributor for our products.
We also rely on third-party providers to license indexes to certain of our U.S. listed ETFs and European listed ETPs, perform index calculation services for our indexes and a third-party distributor for our products.
Our revenues would be adversely affected if the Independent Trustees do not approve the continuation of our advisory agreements or determines that the advisory fees we charge to any particular fund are too high, resulting in a reduction of our fees. Damage to our reputation could adversely affect our business.
Our revenues would be adversely affected if the Independent Trustees do not approve the continuation of our advisory agreements or determines that the advisory fees we charge to any particular fund are too high, resulting in a reduction of our fees. 39 Table of Contents Damage to our reputation could adversely affect our business.
The market price of our common stock has been fluctuating significantly and may continue to do so, depending upon many factors, some of which may be beyond our control, including: ● actions of activist stockholders against us, which have been costly and may be disruptive and may cause uncertainty about the strategic direction of our business; ● decreases in our AUM; ● variations in our quarterly operating results; ● differences between our actual financial operating results and those expected by investors and analysts; ● publication of research reports about us or the investment management industry; ● changes in expectations concerning our future financial performance and the future performance of the ETP industry and the asset management industry in general, including financial estimates and recommendations by securities analysts; ● our strategic moves and those of our competitors, such as acquisitions or consolidations; ● changes in the regulatory framework of the ETP industry and the asset management industry in general and regulatory action, including action by the SEC to lessen the regulatory requirements or shorten the process under the Investment Company Act to become an ETP sponsor; ● the level of demand for our stock, including the amount of short interest in our stock; ● changes in general economic or market conditions; and ● realization of any other of the risks described elsewhere in this section.
The market price of our common stock has been fluctuating significantly and may continue to do so, depending upon many factors, some of which may be beyond our control, including: · decreases in our AUM; · variations in our quarterly operating results; · differences between our actual financial operating results and those expected by investors and analysts; · publication of research reports about us or the investment management industry; · changes in expectations concerning our future financial performance and the future performance of the ETP industry and the asset management industry in general, including financial estimates and recommendations by securities analysts; · our strategic moves and those of our competitors, such as acquisitions or consolidations; · changes in the regulatory framework of the ETP industry and the asset management industry in general and regulatory action, including action by the SEC to lessen the regulatory requirements or shorten the process under the Investment Company Act to become an ETP sponsor; · the level of demand for our stock, including the amount of short interest in our stock; · changes in general economic or market conditions; and · realization of any other of the risks described elsewhere in this section.
In addition, an unfavorable outcome in any such litigation, including actual and potential claims by investors in our WisdomTree WTI Crude Oil 3x Daily Leveraged ETP totaling approximately €27.4 million ($28.5 million), could have a material adverse effect on our business, results of operations, financial condition and cash flows. See Note 14 to our Consolidated Financial Statements for additional information.
In addition, an unfavorable outcome in any such litigation, including actual and potential claims by investors in our WisdomTree WTI Crude Oil 3x Daily Leveraged ETP totaling approximately €23.6 million ($27.8 million), could have a material adverse effect on our business, results of operations, financial condition and cash flows. See Note 14 to our Consolidated Financial Statements for additional information.
Our Board of Directors could, therefore, issue preferred stock with dividend rights superior to that of the common stock, which could also limit the payment of dividends on the common stock. 36 Table of Contents
Our Board of Directors could, therefore, issue preferred stock with dividend rights superior to that of the common stock, which could also limit the payment of dividends on the common stock.
Operational and technical errors in the context of staking could damage the reputation of digital assets or result in losses for investors. 24 Table of Contents We depend on Apex Financial Services (Alternative Funds) Limited in respect of the products issued by our Jersey-domiciled issuers, or ManJer Issuers, of ETCs (except WisdomTree Issuer X Limited), JTC Trust Company Jersey in respect of products issued by WisdomTree Issuer X Limited, APEX IFS Limited in respect of the products issued by WMAI and State Street Fund Services (Ireland) Limited in respect of the WisdomTree UCITS ETFs to provide us with critical administrative services to those products.
Operational and technical errors in the context of staking could damage the reputation of digital assets or result in losses for investors. 26 Table of Contents We depend on Apex Financial Services (Alternative Funds) Limited in respect of the products issued by our Jersey-domiciled issuers, or ManJer Issuers, of ETCs (except WisdomTree Issuer X Limited), JTC Trust Company Jersey in respect of products issued by WisdomTree Issuer X Limited, APEX IFS Limited in respect of the products issued by WMAI and BNY Mellon Fund Services (Ireland) Designated Activity Company in respect of the WisdomTree UCITS ETFs to provide us with critical administrative services to those products.
We depend on Apex Financial Services (Alternative Funds) Limited in respect of the products issued by the ManJer Issuers (except WisdomTree Issuer X Limited), JTC Trust Company Jersey in respect of products issued by WisdomTree Issuer X Limited, APEX IFS Limited in respect of the products issued by WMAI and State Street Fund Services (Ireland) Limited in respect of the WisdomTree UCITS ETFs, to provide fund accounting, administration and, transfer agency services, as well as custody services in the case of the WisdomTree UCITS ETFs.
We depend on Apex Financial Services (Alternative Funds) Limited in respect of the products issued by the ManJer Issuers (except WisdomTree Issuer X Limited), JTC Trust Company Jersey in respect of products issued by WisdomTree Issuer X Limited, APEX IFS Limited in respect of the products issued by WMAI and BNY Mellon Fund Services (Ireland) Designated Activity Company in respect of the WisdomTree UCITS ETFs, to provide fund accounting, administration and, transfer agency services, as well as custody services in the case of the WisdomTree UCITS ETFs.
We depend on Swissquote Bank Ltd and Coinbase Custody Trust LLC to provide us with critical custody services for digital currencies that back WisdomTree digital assets. The failure of Swissquote and/or Coinbase to adequately safeguard these digital assets could materially adversely affect our business and harm investors in this product.
We depend on Swissquote Bank Ltd , BitGo Trust Company, Inc. and Coinbase Custody Trust LLC to provide us with critical custody services for digital currencies that back WisdomTree digital assets. The failure of any of these custodians to adequately safeguard these digital assets could materially adversely affect our business and harm investors in this product.
Any strategic transactions that we are a party to will result in increased demands on our management and other resources, may be significant in size relative to our assets and operations, result in significant changes in our business and materially and adversely affect our stock price.
We have pursued, and may continue to pursue, acquisitions and other strategic transactions. Any strategic transactions that we are a party to will result in increased demands on our management and other resources, may be significant in size relative to our assets and operations, result in significant changes in our business and materially and adversely affect our stock price.
WisdomTree Issuer X Limited is reliant on the security procedures and infrastructure of the custodian to safeguard the underlying digital currency cryptographic keys. There is no guarantee that the arrangements of the custodian will fully protect from loss of assets.
WisdomTree Issuer X Limited, the issuer of WisdomTree Europe’s crypto ETPs, is reliant on the security procedures and infrastructure of its custodians to safeguard the underlying digital currency cryptographic keys. There is no guarantee that the arrangements of the custodian will fully protect from loss of assets.
At December 31, 2024, approximately 13% of our AUM were in ETPs backed by gold and approximately 9% were in ETPs backed by other commodities. Precious metals such as gold are often viewed as “safe haven” assets as they tend to attract demand during periods of economic and geopolitical uncertainty.
At December 31, 2025, approximately 17% of our AUM were in ETPs backed by gold and approximately 11% were in ETPs backed by other commodities. Precious metals such as gold are often viewed as “safe haven” assets as they tend to attract demand during periods of economic and geopolitical uncertainty.
Anti-Money Laundering (“AML”) risks The decentralized infrastructure and anonymous or pseudonymous nature of digital assets could facilitate and create the opportunity for money laundering and terrorist financing activities, thereby circumventing certain anti-money laundering and counter terrorist financing laws and regulations designed to prevent financial crimes which could negatively impact our digital assets business.
A fork could adversely affect our digital assets business. 35 Table of Contents Anti-Money Laundering (“AML”) risks The decentralized infrastructure and anonymous or pseudonymous nature of digital assets could facilitate and create the opportunity for money laundering and terrorist financing activities, thereby circumventing certain anti-money laundering and counter terrorist financing laws and regulations designed to prevent financial crimes which could negatively impact our digital assets business.
Two of our U.S. subsidiaries, WTAM and WT Digital Management, are registered investment advisers and are subject to oversight by the SEC pursuant to its regulatory authority under the Investment Advisers Act.
We are subject to extensive regulation of our business and operations. Two of our U.S. subsidiaries, WTAM and WT Digital Management, are registered investment advisers and are subject to oversight by the SEC pursuant to its regulatory authority under the Investment Advisers Act.
The WisdomTree name and brand is a valuable asset and any damage to it could hamper our ability to maintain and grow our AUM and attract and retain employees, thereby having a material adverse effect on our revenues. Risks to our reputation may range from regulatory issues to unsubstantiated accusations.
The WisdomTree name and brand is a valuable asset and any damage to it could hamper our ability to maintain and grow our AUM and attract and retain employees, thereby having a material adverse effect on our revenues. Risks to our reputation may range from regulatory issues to unsubstantiated accusations. Managing such matters may be expensive, time-consuming and difficult.
The failure of any of our vendors to provide us and our products with the outsourced services and our failure to correctly place trade orders could lead to operational issues and result in financial loss to us and/or investors in our products.
Expanding trading volumes may increase the risk of trading errors. The failure of any of our vendors to provide us and our products with the outsourced services and our failure to correctly place trade orders could lead to operational issues and result in financial loss to us and/or investors in our products.
See Note 14 to our Consolidated Financial Statements for additional information. 29 Table of Contents Even if a sanction imposed against us, our personnel or our ETPs or Digital Funds is small in monetary amount, the adverse publicity arising from the imposition of sanctions against us, our personnel or our ETPs or Digital Funds by regulators could harm our reputation and thus result in redemptions from our products and impede our ability to retain and attract investors in WisdomTree ETPs and Digital Funds, all of which may reduce our revenues.
Even if a sanction imposed against us, our personnel or our ETPs or Digital Funds is small in monetary amount, the adverse publicity arising from the imposition of sanctions against us, our personnel or our ETPs or Digital Funds by regulators could harm our reputation and thus result in redemptions from our products and impede our ability to retain and attract investors in WisdomTree ETPs and Digital Funds, all of which may reduce our revenues.
If a fork occurs, the original blockchain and the forked blockchain could potentially compete with each other for users and other participants, leading to a loss of these for the original blockchain. A fork could adversely affect our digital assets business.
If a fork occurs, the original blockchain and the forked blockchain could potentially compete with each other for users and other participants, leading to a loss of these for the original blockchain.
At December 31, 2024, approximately 32% and 16% of our AUM was held in products with exposure to the U.S. and international developed markets, respectively.
At December 31, 2025, approximately 29% and 18% of our AUM was held in products with exposure to the U.S. and international developed markets, respectively.
We currently have outstanding $150.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2026, $25.8 million in aggregate principal amount of 5.75% Convertible Senior Notes due 2028 and $345.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2029, which we collectively refer to as the Convertible Notes.
We currently have outstanding $150.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2026, $345.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2029 and $475.0 million in aggregate principal amount of 4.625% Convertible Senior Notes due 2030, which we collectively refer to as the Convertible Notes.
The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and liquidity. The conditional conversion feature of the Convertible Notes, if triggered, will entitle holders to convert the notes at any time during specified periods at their option, as described in the indentures.
The conditional conversion feature of the Convertible Notes, if triggered, will entitle holders to convert the notes at any time during specified periods at their option, as described in the indentures.
While we typically outsource portfolio management services to third-party sub-advisers for our products, in this case, we instead act as determination agent and place buy and sell orders directly with a broker to rebalance these crypto basket ETPs in line with the indices. These rebalances typically occur quarterly. Expanding trading volumes may increase the risk of trading errors.
While we typically outsource portfolio management services to third-party sub-advisers for our products, in this case, we instead act as determination agent and facilitate buy and sell orders via the custodian who deals directly with a broker to rebalance these crypto basket ETPs in line with the indices. These rebalances typically occur quarterly.
In addition, we have partnered with a financial institution to provide co-branded debit cards to retail customers. The loss of, or interruption of service from, a critical third-party service provider could adversely impact our digital assets business, operating results and financial condition. We may incur significant costs to resolve any such disruptions in service.
The loss of, or interruption of service from, a critical third-party service provider could adversely impact our digital assets business, operating results and financial condition. We may incur significant costs to resolve any such disruptions in service.
Any failure to successfully integrate AI technologies, respond to client or market demands or effectively manage AI-related risks could harm our growth and reputation, adversely impact product offerings, client interactions or business initiatives, and expose us to legal and regulatory liabilities and additional costs, including regulatory fines or sanctions, which may cause our AUM, revenues and earnings to decline. 28 Table of Contents Human Capital Risks Our ability to operate effectively could be impaired if we fail to retain or recruit key personnel.
Any failure to successfully integrate AI technologies, respond to client or market demands or effectively manage AI-related risks could harm our growth and reputation, adversely impact product offerings, client interactions or business initiatives, and expose us to legal and regulatory liabilities and additional costs, including regulatory fines or sanctions, which may cause our AUM, revenues and earnings to decline.
At December 31, 2024, 55% of our AUM was concentrated in ten of our WisdomTree ETPs with approximately 21% in three of our domestic equity ETFs, 15% in the WisdomTree Floating Rate Treasury Fund, or USFR, 10% in three of our precious metal products, 6% in two of our international developed market equity ETPs and 3% in one of our emerging markets ETFs.
At December 31, 2025, 50% of our AUM was concentrated in ten of our WisdomTree ETPs with approximately 18% in three of our domestic equity ETFs, 15% in four of our precious metal products, 11% in the WisdomTree Floating Rate Treasury Fund, or USFR, and 6% in two of our international developed market equity ETPs.
Failure to successfully manage these risks in the development and implementation of our digital assets business could have a material adverse effect on our business, reputation, financial condition and operating results. 31 Table of Contents Third-party service provider risks We rely on third-party service providers in connection with different facets of our digital assets business, including but not limited to custodial arrangements, blockchain and wallet infrastructure, banking relationships, cloud computing, payment platforms and processors, data infrastructure, customer support, compliance support and product development, including mobile application development, all of which are critical to the success of our digital assets business.
Third-party service provider risks We rely on third-party service providers in connection with different facets of our digital assets business, including but not limited to custodial arrangements, blockchain and wallet infrastructure, banking relationships, cloud computing, payment platforms and processors, data infrastructure, customer support, compliance support and product development, including mobile application development, all of which are critical to the success of our digital assets business.
In addition, we are actively engaged with a variety of U.S. federal and state regulators (e.g., the SEC, FINRA, NYDFS and other state regulators) to secure, as necessary, or maintain the appropriate regulatory, registration and/or licensing approvals for various business initiatives and operations, including but not limited to: a New York state-chartered limited purpose trust company; money services and money transmitter business; limited purpose broker-dealer; transfer agent; investment adviser; and investment funds.
The effect of any future legal or regulatory change or interpretation both domestically and internationally is unknown and such change could be substantial and adverse to our digital assets business. 34 Table of Contents In addition, we are actively engaged with a variety of U.S. federal and state regulators (e.g., the SEC, FINRA, NYDFS and other state regulators) to secure, as necessary, or maintain the appropriate regulatory, registration and/or licensing approvals for various business initiatives and operations, including but not limited to: a New York state-chartered limited purpose trust company; money services and money transmitter business; limited purpose broker-dealer; transfer agent; investment adviser; and investment funds.
Managing such matters may be expensive, time-consuming and difficult. 34 Table of Contents Risks Relating to our Common Stock and Convertible Notes The market price of our common stock has been fluctuating significantly and may continue to do so, and you could lose all or part of your investment.
Risks Relating to our Common Stock and Convertible Notes The market price of our common stock has been fluctuating significantly and may continue to do so, and you could lose all or part of your investment.
Any future regulatory developments could affect the viability and expansion of our use of blockchain technology. There are currently a number of competing blockchain platforms with competing intellectual property claims. The uncertainty inherent in these competing technologies could cause companies to use alternatives to blockchain.
There are currently a number of competing blockchain platforms with competing intellectual property claims. The uncertainty inherent in these competing technologies could cause companies to use alternatives to blockchain.
The success of our business is highly dependent on our ability to attract, retain and motivate skilled employees across operations, product development, research, technology, sales and marketing. Our U.S. employees generally may voluntarily terminate their employment at any time.
Human Capital Risks Our ability to operate effectively could be impaired if we fail to retain or recruit key personnel. The success of our business is highly dependent on our ability to attract, retain and motivate skilled employees across operations, product development, research, technology, sales and marketing. Our U.S. employees generally may voluntarily terminate their employment at any time.
Our failure to refinance our convertible notes upon maturity, repurchase notes at a time when the repurchase is required by the applicable indenture or to pay any cash payable on future conversions of the notes as required by the applicable indenture would constitute a default under such indenture.
Our failure to refinance our convertible notes upon maturity, repurchase notes at a time when the repurchase is required by the applicable indenture or to pay any cash payable on future conversions of the notes as required by the applicable indenture would constitute a default under such indenture. 40 Table of Contents The conditional conversion feature of the Convertible Notes, if triggered, may adversely affect our financial condition and liquidity.
As we continue to invest in our digital assets business, related expenses may exceed initial expectations in both the near and long term. Accordingly, fluctuations in our expenses could materially affect our operating results and may vary from quarter to quarter.
As we continue to invest in our digital assets business, related expenses may exceed initial expectations in both the near and long term.
If the digital asset awards for verifying and confirming transactions on a blockchain network are not sufficiently high to incentivize miners, miners may cease to verify and confirm such transactions or otherwise demand higher fees, which could negatively affect the value of a digital asset. 32 Table of Contents Blockchain technology risks Blockchain technology is a relatively new, untested technology and rapidly evolving field that operates as a distributed ledger.
If the digital asset awards for verifying and confirming transactions on a blockchain network are not sufficiently high to incentivize miners, miners may cease to verify and confirm such transactions or otherwise demand higher fees, which could negatively affect the value of a digital asset.
Any inaccuracies, delays, system failures or breaches, or advancements in technology, and the cost necessary to address them, could subject us to client dissatisfaction and losses or result in material financial loss, regulatory violations, reputational harm or legal liability, which, in turn, could cause a decline in our earnings or stock price.
Any inaccuracies, delays, system failures or breaches, or advancements in technology, and the cost necessary to address them, could subject us to client dissatisfaction and losses or result in material financial loss, regulatory violations, reputational harm or legal liability, which, in turn, could cause a decline in our earnings or stock price. 30 Table of Contents A failure to effectively manage the development and use of AI, combined with an evolving regulatory environment, could have an adverse effect on our growth, reputation or business.
Digital Assets Risks As we expand our digital assets product offerings and services beyond our existing ETP business, we believe the risks associated with our digital assets business include, but are not limited to, the following: Competition risks Competition in the digital assets industry on a global basis is increasing, ranging from large, established financial incumbents to smaller, early-stage financial technology providers and companies.
While we take steps to address such misuse, our ability to prevent or mitigate these activities may be limited, and such fraudulent actions could harm our business, reputation, or customer relationships. 33 Table of Contents Digital Assets Risks As we expand our digital assets product offerings and services beyond our existing ETP business, we believe the risks associated with our digital assets business include, but are not limited to, the following: Competition risks Competition in the digital assets industry on a global basis is increasing, ranging from large, established financial incumbents to smaller, early-stage financial technology providers and companies.
Blockchain systems could be vulnerable to fraud, particularly if a significant minority of participants colluded to defraud the rest. Access to a given blockchain requires an individualized key, which if compromised, could result in loss due to theft, destruction or inaccessibility. There is little regulation of blockchain technology other than the intrinsic public nature of the blockchain system.
Access to a given blockchain requires an individualized key, which if compromised, could result in loss due to theft, destruction or inaccessibility. There is little regulation of blockchain technology other than the intrinsic public nature of the blockchain system. Any future regulatory developments could affect the viability and expansion of our use of blockchain technology.
Legal and Regulatory Risks Compliance with extensive, complex and changing regulation imposes significant financial and strategic costs on our business, and non-compliance could result in fines and penalties. We are subject to extensive regulation of our business and operations.
Accordingly, fluctuations in our expenses could materially affect our operating results and may vary from quarter to quarter. 31 Table of Contents Legal and Regulatory Risks Compliance with extensive, complex and changing regulation imposes significant financial and strategic costs on our business, and non-compliance could result in fines and penalties.
These provisions might also discourage a potential acquisition proposal or tender offer, even if the acquisition proposal or tender offer is at a premium over the then current market price for our common stock. Our stockholder rights plan, or “poison pill,” includes terms and conditions that could discourage a takeover or other transaction that stockholders may consider favorable.
These provisions might also discourage a potential acquisition proposal or tender offer, even if the acquisition proposal or tender offer is at a premium over the then current market price for our common stock.
Regulators in these non-U.S. jurisdictions may have broad authority with respect to the regulation of financial services including, among other things, the authority to grant or cancel required licenses or registrations.
Regulators in these non-U.S. jurisdictions may have broad authority with respect to the regulation of financial services including, among other things, the authority to grant or cancel required licenses or registrations. 32 Table of Contents Our acquisition of Ceres may subject us to expanded and evolving regulatory requirements and increased supervisory oversight, which could adversely affect our business.
Other Company Risks Responding to actions of activist stockholders against us has been costly and the possibility that activist stockholders may wage proxy contests or contested solicitations or seek representation on our Board of Directors in the future may be disruptive and cause uncertainty about the strategic direction of our business.
There can be no assurance that Ceres’ initiatives to explore new business opportunities, enter new markets or make investments or acquisitions will benefit our or its business operations, generate sufficient revenues to offset related costs, or produce the anticipated benefits of past or future investments. 38 Table of Contents Other Company Risks Responding to actions of activist stockholders against us has been costly and the possibility that activist stockholders may wage proxy contests or contested solicitations or seek representation on our Board of Directors in the future may be disruptive and cause uncertainty about the strategic direction of our business.
If our European products and operations experience any negative consequences or are perceived negatively in non-U.S. markets, it may also harm our reputation in other markets, including the U.S. market. We have pursued, and may continue to pursue, acquisitions and other strategic transactions.
If our European products and operations experience any negative consequences or are perceived negatively in non-U.S. markets, it may also harm our reputation in other markets, including the U.S. market. Operational risks related to the post-acquisition integration of Ceres could adversely affect our business, results of operations and financial condition.
Furthermore, AI-related regulations are evolving globally, with emerging frameworks such as the EU AI Act and increasing scrutiny from U.S. regulators, including the Federal Trade Commission and SEC.
In addition, intellectual property ownership and licensing rights, including copyright, surrounding AI technologies remain uncertain, as U.S. courts and regulatory bodies have yet to address key issues. Furthermore, AI-related regulations are evolving globally, with emerging frameworks such as the EU AI Act and increasing scrutiny from U.S. federal and state regulators, including the Federal Trade Commission and SEC.
We may not be successful in implementing all of the processes that are necessary. Unless such initiatives result in an increase in our revenues that is at least proportionate to the increase in the costs associated with implementing them, our future profitability will be adversely affected.
Unless such initiatives result in an increase in our revenues that is at least proportionate to the increase in the costs associated with implementing them, our future profitability will be adversely affected. 29 Table of Contents In addition, future strategic transactions could involve issuing significant equity or debt, which may dilute stockholders or require substantial borrowings.
If we are unable to retain and attract key personnel, it could have an adverse effect on our business, our results of operations and financial condition. Expense and Cash Management Risks Our expenses are subject to fluctuations that could materially affect our operating results.
If we are unable to retain and attract key personnel, it could have an adverse effect on our business, our results of operations and financial condition. Our ability to successfully operate and grow the acquired Ceres business depends on the retention of key personnel, and the loss of such individuals could adversely affect our business.
A failure to effectively manage the development and use of AI, combined with an evolving regulatory environment, could have an adverse effect on our growth, reputation or business. We use AI, including machine learning, in our business and expect to continue to expand our AI capabilities, including through generative AI.
We use AI, including machine learning, in our business and expect to continue to expand our AI capabilities, including through generative AI.
AI technologies, including generative AI, may also produce content that appears credible but is factually inaccurate or flawed or legally problematic, increasing regulatory, reputational and legal risks. In addition, intellectual property ownership and licensing rights, including copyright, surrounding AI technologies remain uncertain, as U.S. courts and regulatory bodies have yet to address key issues.
AI technologies, including generative AI, may also produce content that appears credible but is factually inaccurate or flawed or legally problematic, increasing regulatory, reputational and legal risks. The use of AI technologies may also increase the risk of inadvertent disclosure or misuse of our proprietary or confidential information.
Removed
We depend on Swissquote Bank Ltd and Coinbase Custody Trust LLC to provide us with critical custody services for digital currencies that back WisdomTree digital assets.
Added
Following the Ceres Acquisition, we face operational risks associated with integrating, where appropriate, its business, personnel, systems, processes and control environment into our existing operations. The integration process may be more complex, time-consuming or costly than anticipated and may require significant management attention, which could divert resources from our other businesses.
Removed
In addition, future strategic transactions could involve issuing significant equity or debt, which may dilute stockholders or require substantial borrowings.
Added
In addition, Ceres operates in asset classes and strategies that differ from our traditional ETP business and may require enhancements to our operational infrastructure, risk management practices, valuation processes, compliance framework and internal controls.
Removed
For example, in August 2024, WTAM received a Wells Notice from the Staff of the SEC advising WTAM that the Staff had made a preliminary determination to recommend that the SEC file an enforcement action against WTAM alleging violations of certain provisions of the U.S. federal securities laws relating to three exchange-traded series of WisdomTree Trust managed by WTAM that pursued ESG-focused strategies.
Added
Any failure to effectively integrate operations, retain key personnel, harmonize systems and controls, or appropriately manage new and evolving operational requirements could result in operational inefficiencies, control deficiencies, increased costs, regulatory scrutiny, reputational harm or an inability to achieve the anticipated benefits of the acquisition, any of which could materially adversely affect our business and financial results.
Removed
In October 2024, without admitting or denying the SEC’s allegations, WTAM agreed to resolve the matter by consenting to the entry of an order by the SEC, in which WTAM agreed to cease and desist from committing or causing any violations and any future violations of Sections 206(2) and 206(4) of the Investment Advisers Act, Rules 206(4)-7 and 206(4)-8 thereunder, and Section 34(b) of the Investment Company Act, and to pay a civil money penalty of $4.0 million.
Added
We may not be successful in implementing all of the processes that are necessary.
Removed
While we take steps to address such misuse, our ability to prevent or mitigate these activities may be limited, and such fraudulent actions could harm our business, reputation, or customer relationships.
Added
In addition, our vendors may incorporate AI tools into their offerings or operations, and such AI tools may not meet existing or rapidly evolving regulatory, cybersecurity, privacy or industry standards, which could expose us to operational, compliance or reputational risks.
Removed
The effect of any future legal or regulatory change or interpretation both domestically and internationally is unknown and such change could be substantial and adverse to our digital assets business.
Added
Our competitors may adopt or deploy AI technologies more effectively or more rapidly than we do, which could place us at a competitive disadvantage with respect to operational efficiency, cost management or market participation.
Removed
For example, we are licensed as a money transmitter or the equivalent in many U.S. states and the District of Columbia, but we may be unable to obtain such licenses in all U.S. states or may experience significant delays, and this could have an adverse effect on our digital assets business.
Added
The success of the acquired Ceres business is highly dependent on the continued service of certain key investment, operational and management personnel with specialized expertise, client relationships and knowledge of the acquired strategies.
Removed
Our Stockholder Rights Agreement, dated March 17, 2023 and subsequently amended on May 4, 2023, May 10, 2023, March 18, 2024, March 25, 2024 and April 30, 2024 (as amended, the “Stockholder Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as Rights Agent, was adopted by our Board of Directors and ratified by our stockholders in response to stockholder activism concerns.
Added
The integration of Ceres into our organization may create uncertainty among employees and could result in increased attrition, particularly if compensation structures, incentive arrangements, roles or cultural dynamics change or if market conditions adversely affect compensation outcomes.
Removed
The Stockholder Rights Agreement is intended to protect the Company and its stockholders from efforts by a single stockholder or group of stockholders to obtain control of the Company without paying a control premium through a number of recognized stockholder protections.
Added
If we are unable to retain key personnel or effectively recruit and integrate additional talent necessary to support and grow the acquired business, our ability to execute our strategy, maintain investment performance and realize the anticipated benefits of the acquisition could be materially adversely affected.
Removed
Generally, the Stockholder Rights Agreement works by causing substantial dilution to any person or group (other than specified exempt persons) that acquires 10% (or 20% in the case of passive stockholders) or more of our shares of common stock without the approval of the Board of Directors (such person or group, an “Acquiring Person”) through the issuance of “Rights” to stockholders of record as of, and subsequent to, the close of business on March 28, 2023, which Rights entitle the registered holders thereof (other than the Acquiring Person) to receive additional shares of our common stock upon exercise of such Rights.
Added
Expense and Cash Management Risks Our expenses are subject to fluctuations that could materially affect our operating results.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn addition, the CIO provides periodic reports to our Board of Directors. 37 Table of Contents While we have not, as of the date of this Report, experienced a cybersecurity incident that materially affected or is reasonably likely to materially affect our Company, including our business strategy, results of operations or financial condition, there can be no guarantee that we will not experience such an incident in the future.
Biggest changeWhile we have not, as of the date of this Report, experienced a cybersecurity incident that materially affected or is reasonably likely to materially affect our Company, including our business strategy, results of operations or financial condition, there can be no guarantee that we will not experience such an incident in the future.
Currently, the CIO role is held by an individual who has been in the role for over nine years, has over 23 years of cybersecurity, information technology and systems engineering experience, and has advanced training in the field of technology.
Currently, the CIO role is held by an individual who has been in the role for over ten years, has over 24 years of cybersecurity, information technology and systems engineering experience, and has advanced training in the field of technology.
The CIO regularly reports to the Audit Committee on our cybersecurity risks, and the chair of the Audit Committee reports on these discussions with the full Board of Directors.
The CIO regularly reports to the Audit Committee on our cybersecurity risks, and the chair of the Audit Committee reports on these discussions with the full Board of Directors. In addition, the CIO provides periodic reports to our Board of Directors.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThis reduced footprint, as compared to our prior headquarters, better aligns with the number of employees expected to collaborate in person on any given day, in line with our “Work Smart” philosophy described in Business – Human Capital Resources . We believe that this space is sufficient to meet our needs until the expiration of the license agreement.
Biggest changeThis footprint aligns with the number of employees expected to collaborate in person on any given day, in line with our “Work Smart” philosophy described in Business – Human Capital Resources . We believe that this space is sufficient to meet our needs until the expiration of the license agreement. 42 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−1 removed1 unchanged
Biggest changeSee Note 14 to our Consolidated Financial Statements for additional information regarding (1) a $4.0 million civil money penalty in connection with the SEC ESG Settlement and (2) actual and potential claims brought by investors in our WisdomTree WTI Crude Oil 3x Daily Leveraged ETP totaling approximately €27.4 million ($28.5 million), including an appealed claim for total damages of €7.8 million ($8.2 million).
Biggest changeSee Note 14 to our Consolidated Financial Statements for additional information regarding actual and potential claims brought by investors in our WisdomTree WTI Crude Oil 3x Daily Leveraged ETP totaling approximately €23.6 million ($27.8 million), including appealed claims for total damages of €15.2 million ($17.9 million). ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Removed
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeIn 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.
Biggest changeIn 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 Connect and WisdomTree Prime, 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; · the potential benefits arising from our acquisition of Ceres Partners, LLC, or Ceres, including financial or strategic outcomes; and · our ability to successfully implement our strategic goals relating to the acquisition and integrate the acquired business.
Form 10-K Summary 69 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.
Form 10-K Summary 74 Unless otherwise indicated, references to “the Company,” “we,” “us,” “our” and “WisdomTree” mean WisdomTree, Inc. and its subsidiaries. WisdomTree ® , WisdomTree Connect ™ , WisdomTree Prime ® and Modern Alpha ® are trademarks of WisdomTree, Inc. in the United States and in other countries.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 68 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 68 ITEM 14. Principal Accountant Fees and Services 68 PART IV 68 ITEM 15. Exhibits; Financial Statement Schedules 68 ITEM 16.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 74 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 74 ITEM 14. Principal Accountant Fees and Services 74 PART IV 74 ITEM 15. Exhibits; Financial Statement Schedules 74 ITEM 16.
Financial Statements and Supplementary Data 66 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 67 ITEM 9A. Controls and Procedures 67 ITEM 9B. Other Information 67 ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 67 PART III 68 ITEM 10. Directors, Executive Officers and Corporate Governance 68 ITEM 11. Executive Compensation 68 ITEM 12.
Financial Statements and Supplementary Data 72 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 72 ITEM 9A. Controls and Procedures 72 ITEM 9B. Other Information 73 ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 73 PART III 73 ITEM 10. Directors, Executive Officers and Corporate Governance 73 ITEM 11. Executive Compensation 74 ITEM 12.
ITEM 4. Mine Safety Disclosures 38 PART II 38 ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 38 ITEM 6. [Reserved] 39 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 40 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 66 ITEM 8.
ITEM 4. Mine Safety Disclosures 43 PART II 43 ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 43 ITEM 6. [Reserved] 43 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 44 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 71 ITEM 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePrior to this approval, as of December 31, 2024, approximately $33.5 million remained available under the program for future purchases, and no shares were repurchased during the three months ended December 31, 2024. 38 Table of Contents Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs Period (in thousands) October 1, 2024 to October 31, 2024 — $ — — November 1, 2024 to November 30, 2024 — $ — — December 1, 2024 to December 31, 2024 — $ — — Total — $ — — $ 33,536 In addition, on August 13, 2024, we repurchased all of our then-outstanding Series A Non-Voting Convertible Preferred Stock (the “Series A Preferred Stock”), which was convertible into 14,750,000 shares of our common stock, from ETFS Capital Limited, or ETFS Capital, for aggregate cash consideration of approximately $143.8 million.
Biggest changeTotal Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs Period (in thousands) October 1, 2025 to October 31, 2025 — $ — — November 1, 2025 to November 30, 2025 — $ — — December 1, 2025 to December 31, 2025 — $ — — Total — $ — — $ 250,000
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the New York Stock Exchange under the symbol “WT.” As of December 31, 2024, there were 28 holders of record of shares of our common stock and we believe there were approximately 45,000 beneficial owners of our common stock.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the New York Stock Exchange under the symbol “WT.” As of December 31, 2025, there were 29 holders of record of shares of our common stock and we believe there were approximately 54,000 beneficial owners of our common stock.
On February 24, 2025, our Board of Directors approved an increase of $129.2 million to our share repurchase program, bringing the total authorization to $150.0 million, and extended the program’s term for three years through April 27, 2028.
On October 27, 2025, our Board of Directors approved an increase of $190.0 million to our share repurchase program, bringing the total authorization to $250.0 million, which expires on April 27, 2028. As of December 31, 2025, $250.0 million remained available under the program for future purchases, and no shares were repurchased during the three months ended December 31, 2025.
Removed
See Note 11 to our Consolidated Financial Statements for additional information.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(in thousands, except per share amounts) Q4/24 Q3/24 Q2/24 Q1/24 Q4/23 Q3/23 Q2/23 Q1/23 Operating Revenues: Advisory fees $ 102,264 $ 101,659 $ 98,938 $ 92,501 $ 86,988 $ 86,598 $ 82,004 $ 77,637 Other revenues 8,433 11,509 8,096 4,337 3,856 3,825 3,720 4,407 Total revenues 110,697 113,168 107,034 96,838 90,844 90,423 85,724 82,044 Operating Expenses: Compensation and benefits 30,032 29,405 30,790 31,054 27,860 27,955 26,319 27,398 Fund management and administration 22,858 21,004 20,139 19,962 18,445 18,023 17,727 17,153 Marketing and advertising 6,117 4,897 5,110 4,408 4,951 3,833 4,465 4,007 Sales and business development 4,101 3,465 3,640 3,611 3,881 3,383 3,326 2,994 Contractual gold payments — — — — — — 1,583 4,486 Professional fees 4,559 6,315 6,594 3,630 3,201 3,719 8,334 3,715 Occupancy, communications and equipment 1,423 1,397 1,314 1,210 1,208 1,203 1,172 1,101 Depreciation and amortization 504 447 418 383 335 307 121 109 Third-party distribution fees 3,161 2,983 2,687 2,307 2,549 2,694 1,881 2,253 Other 2,902 2,463 2,831 2,323 2,379 2,601 2,615 2,257 Total operating expenses 75,657 72,376 73,523 68,888 64,809 63,718 67,543 65,473 Operating income 35,040 40,792 33,511 27,950 26,035 26,705 18,181 16,571 Other Income/(Expenses): Interest expense (5,616 ) (5,027 ) (4,140 ) (4,128 ) (3,758 ) (3,461 ) (4,021 ) (4,002 ) Gain on revaluation/termination of deferred consideration — — — — — — 41,361 20,592 Interest income 2,147 1,795 1,438 1,398 1,225 791 1,000 1,083 Impairments — — — — (339 ) (2,703 ) — (4,900 ) Loss on extinguishment of convertible notes — (30,632 ) — — — — — (9,721 ) Other gains and losses, net 2,627 (3,062 ) (1,283 ) 2,592 1,602 (2,512 ) 1,286 (2,007 ) Income before income taxes 34,198 3,866 29,526 27,812 24,765 18,820 57,807 17,616 Income tax expense 6,890 8,351 7,767 5,701 5,688 5,836 3,555 1,383 Net income/(loss) $ 27,308 $ (4,485 ) $ 21,759 $ 22,111 $ 19,077 $ 12,984 $ 54,252 $ 16,233 Earnings/(loss) per share—basic $ 0.19 $ (0.13 ) $ 0.13 $ 0.14 $ 0.16 $ 0.07 $ 0.32 $ 0.10 Earnings/(loss) per share—diluted $ 0.18 $ (0.13 ) $ 0.13 $ 0.13 $ 0.16 $ 0.07 $ 0.32 $ 0.10 Dividends per common share $ 0.03 $ 0.03 $ 0.03 $ 0.03 $ 0.03 $ 0.03 $ 0.03 $ 0.03 57 Table of Contents Q4/24 Q3/24 Q2/24 Q1/24 Q4/23 Q3/23 Q2/23 Q1/23 Percent of Total Revenues Operating Revenues Advisory fees 92.4 % 89.8 % 92.4 % 95.5 % 95.8 % 95.8 % 95.7 % 94.6 % Other revenues 7.6 % 10.2 % 7.6 % 4.5 % 4.2 % 4.2 % 4.3 % 5.4 % Total revenues 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % Operating Expenses Compensation and benefits 27.1 % 26.0 % 28.8 % 32.1 % 30.6 % 31.0 % 30.7 % 33.5 % Fund management and administration 20.6 % 18.6 % 18.8 % 20.6 % 20.3 % 20.0 % 20.7 % 20.9 % Marketing and advertising 5.5 % 4.3 % 4.8 % 4.6 % 5.5 % 4.2 % 5.2 % 4.9 % Sales and business development 3.7 % 3.1 % 3.4 % 3.7 % 4.3 % 3.7 % 3.9 % 3.6 % Contractual gold payments — — — — — n/a 1.8 % 5.5 % Professional fees 4.1 % 5.6 % 6.2 % 3.7 % 3.5 % 4.1 % 9.7 % 4.5 % Occupancy, communications and equipment 1.3 % 1.2 % 1.2 % 1.2 % 1.3 % 1.3 % 1.4 % 1.3 % Depreciation and amortization 0.5 % 0.4 % 0.4 % 0.4 % 0.4 % 0.3 % 0.1 % 0.1 % Third-party distribution fees 2.9 % 2.6 % 2.5 % 2.4 % 2.8 % 3.0 % 2.2 % 2.7 % Other 2.6 % 2.2 % 2.6 % 2.4 % 2.6 % 2.9 % 3.1 % 2.8 % Total operating expenses 68.3 % 64.0 % 68.7 % 71.1 % 71.3 % 70.5 % 78.8 % 79.8 % Operating income 31.7 % 36.0 % 31.3 % 28.9 % 28.7 % 29.5 % 21.2 % 20.2 % Other Income/(Expenses) Interest expense (5.1 %) (4.4 %) (3.8 %) (4.2 %) (4.1 %) (3.8 %) (4.7 %) (4.9 %) Gain on revaluation/termination of deferred consideration — — — — — — 48.2 % 25.1 % Interest income 1.9 % 1.6 % 1.3 % 1.4 % 1.3 % 0.9 % 1.2 % 1.3 % Impairments — — — — (0.4 %) (3.0 %) — (6.0 %) Loss on extinguishment of convertible notes — (27.1 %) — — — — — (11.8 %) Other gains and losses, net 2.4 % (2.7 %) (1.2 %) 2.7 % 1.8 % (2.8 %) 1.5 % (2.4 %) Income before income taxes 30.9 % 3.4 % 27.6 % 28.7 % 27.3 % 20.9 % 67.4 % 21.5 % Income tax expense 6.2 % 7.4 % 7.3 % 5.9 % 6.3 % 6.5 % 4.1 % 1.7 % Net income/(loss) 24.7 % (4.0 %) 20.3 % 22.8 % 21.0 % 14.4 % 63.3 % 19.8 % 58 Table of Contents Q4/24 Q3/24 Q2/24 Q1/24 Q4/23 Q3/23 Q2/23 Q1/23 Operating Statistics GLOBAL ETPs (in millions ) Beginning of period assets $ 112,577 $ 109,686 $ 107,230 $ 100,124 $ 93,735 $ 93,666 $ 90,740 $ 81,993 (Outflows)/inflows (281 ) (2,395 ) 340 1,988 (255 ) 1,983 2,328 6,341 Market (depreciation)/appreciation (2,517 ) 5,286 2,116 5,118 6,644 (1,914 ) 598 2,406 End of period assets $ 109,779 $ 112,577 $ 109,686 $ 107,230 $ 100,124 $ 93,735 $ 93,666 $ 90,740 Average assets during the period $ 112,349 $ 110,369 $ 108,479 $ 102,461 $ 96,641 $ 95,743 $ 91,578 $ 87,508 Average advisory fee during the period 0.36 % 0.37 % 0.37 % 0.36 % 0.36 % 0.36 % 0.36 % 0.36 % Number of ETPs—end of the period 353 352 350 338 337 344 344 341 U.S.
Biggest change(in thousands, except per share amounts) Q4/25 Q3/25 Q2/25 Q1/25 Q4/24 Q3/24 Q2/24 Q1/24 Operating Revenues: Advisory fees $ 122,712 $ 114,485 $ 103,241 $ 99,549 $ 102,264 $ 101,659 $ 98,938 $ 92,501 Management fees 4,908 — — — — — — — Performance fees 7,105 — — — — — — — Other revenues 12,709 11,131 9,380 8,533 8,433 11,509 8,096 4,337 Total revenues 147,434 125,616 112,621 108,082 110,697 113,168 107,034 96,838 Operating Expenses: Compensation and benefits 37,273 33,791 32,827 33,788 30,032 29,405 30,790 31,054 Fund management and administration 24,830 22,353 21,252 20,714 22,858 21,004 20,139 19,962 Marketing and advertising 5,613 4,788 5,330 4,813 6,117 4,897 5,110 4,408 Sales and business development 4,045 3,943 4,232 4,137 4,101 3,465 3,640 3,611 Professional fees 3,596 3,505 3,177 2,782 4,559 6,315 6,594 3,630 Occupancy, communications and equipment 1,892 1,601 1,559 1,482 1,423 1,397 1,314 1,210 Depreciation and amortization 2,043 615 580 540 504 447 418 383 Third-party distribution fees 4,772 3,977 4,083 3,112 3,161 2,983 2,687 2,307 Acquisition-related costs 317 2,409 1,967 — — — — — Other 3,306 2,980 2,982 2,552 2,902 2,463 2,831 2,323 Total operating expenses 87,687 79,962 77,989 73,920 75,657 72,376 73,523 68,888 Operating income 59,747 45,654 34,632 34,162 35,040 40,792 33,511 27,950 Other Income/(Expenses): Interest expense (11,023 ) (8,466 ) (5,490 ) (5,441 ) (5,616 ) (5,027 ) (4,140 ) (4,128 ) Interest income 2,965 4,015 2,090 1,897 2,147 1,795 1,438 1,398 Loss on extinguishment of convertible notes (833 ) (13,011 ) — — — (30,632 ) — — Remeasurement of contingent consideration (710 ) — — — — — — — Other gains and losses, net 317 1,325 638 (250 ) 2,627 (3,062 ) (1,283 ) 2,592 Income before income taxes 50,463 29,517 31,870 30,368 34,198 3,866 29,526 27,812 Income tax expense 10,437 9,816 7,093 5,739 6,890 8,351 7,767 5,701 Net income/(loss) $ 40,026 $ 19,701 $ 24,777 $ 24,629 $ 27,308 $ (4,485 ) $ 21,759 $ 22,111 Earnings/(loss) per share—basic $ 0.29 $ 0.14 $ 0.17 $ 0.17 $ 0.19 $ (0.13 ) $ 0.13 $ 0.14 Earnings/(loss) per share—diluted $ 0.28 $ 0.13 $ 0.17 $ 0.17 $ 0.18 $ (0.13 ) $ 0.13 $ 0.13 Dividends per common share $ 0.03 $ 0.03 $ 0.03 $ 0.03 $ 0.03 $ 0.03 $ 0.03 $ 0.03 61 Table of Contents Q4/25 Q3/25 Q2/25 Q1/25 Q4/24 Q3/24 Q2/24 Q1/24 Percent of Total Revenues Operating Revenues Advisory fees 83.3% 91.1% 91.7% 92.1% 92.4% 89.8% 92.4% 95.5% Management fees 3.3% — — — — — — — Performance fees 4.8% — — — — — — — Other revenues 8.6% 8.9% 8.3% 7.9% 7.6% 10.2% 7.6% 4.5% Total revenues 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Operating Expenses Compensation and benefits 25.5% 26.9% 29.2% 31.1% 27.1% 26.0% 28.8% 32.1% Fund management and administration 16.8% 17.8% 18.9% 19.2% 20.6% 18.6% 18.8% 20.6% Marketing and advertising 3.8% 3.8% 4.7% 4.5% 5.5% 4.3% 4.8% 4.6% Sales and business development 2.7% 3.1% 3.8% 3.8% 3.7% 3.1% 3.4% 3.7% Professional fees 2.4% 2.8% 2.8% 2.6% 4.1% 5.6% 6.2% 3.7% Occupancy, communications and equipment 1.3% 1.3% 1.4% 1.4% 1.3% 1.2% 1.2% 1.2% Depreciation and amortization 1.4% 0.5% 0.5% 0.5% 0.5% 0.4% 0.4% 0.4% Third-party distribution fees 3.2% 3.2% 3.6% 2.9% 2.9% 2.6% 2.5% 2.4% Acquisition-related costs 0.2% 1.9% 1.7% — — — — — Other 2.2% 2.4% 2.6% 2.4% 2.6% 2.2% 2.6% 2.4% Total operating expenses 59.5% 63.7% 69.2% 68.4% 68.3% 64.0% 68.7% 71.1% Operating income 40.5% 36.3% 30.8% 31.6% 31.7% 36.0% 31.3% 28.9% Other Income/(Expenses) Interest expense (7.4% ) (6.7% ) (5.0% ) (5.1% ) (5.1% ) (4.4% ) (3.8% ) (4.2% ) Interest income 2.0% 3.2% 1.9% 1.8% 1.9% 1.6% 1.3% 1.4% Loss on extinguishment of convertible notes (0.6% ) (10.4% ) — — — (27.1% ) — — Remeasurement of contingent consideration (0.5% ) — — — — — — — Other gains and losses, net 0.2% 1.1% 0.6% (0.2% ) 2.4% (2.7% ) (1.2% ) 2.7% Income before income taxes 34.2% 23.5% 28.3% 28.1% 30.9% 3.4% 27.6% 28.7% Income tax expense 7.1% 7.8% 6.3% 5.3% 6.2% 7.4% 7.3% 5.9% Net income/(loss) 27.1% 15.7% 22.0% 22.8% 24.7% (4.0% ) 20.3% 22.8% 62 Table of Contents Operating Statistics Q4/25 Q3/25 Q2/25 Q1/25 Q4/24 Q3/24 Q2/24 Q1/24 GLOBAL PRODUCTS ($ in millions ) Beginning of period assets $ 137,175 $ 126,070 $ 115,787 $ 109,779 $ 112,577 $ 109,686 $ 107,230 $ 100,124 Add: Digital assets—Jan. 1, 2025 — — — 32 — — — — Add: Assets acquired—Ceres Acquisition 1,812 — — — — — — — (Outflows)/inflows (283 ) 2,240 3,529 3,052 (281 ) (2,395 ) 340 1,988 Market appreciation/(depreciation) 5,820 8,865 6,754 2,924 (2,517 ) 5,286 2,116 5,118 End of period assets $ 144,524 $ 137,175 $ 126,070 $ 115,787 $ 109,779 $ 112,577 $ 109,686 $ 107,230 Average assets during the period $ 140,685 $ 130,760 $ 119,185 $ 114,622 $ 112,349 $ 110,369 $ 108,479 $ 102,461 Average ETP advisory fee during the period 0.35% 0.35% 0.35% 0.35% 0.36% 0.37% 0.37% 0.36% Total revenue yield 0.42% 0.38% 0.38% 0.38% 0.39% 0.41% 0.40% 0.38% Number of products-end of period 406 397 383 375 (1) 353 352 350 338 ETPs AND TOKENIZED PRODUCTS U.S.
Operating Expenses Year Ended December 31, Percent (in thousands) 2024 2023 Change Change Compensation and benefits $ 121,281 $ 109,532 $ 11,749 10.7 % Fund management and administration 83,963 71,348 12,615 17.7 % Marketing and advertising 20,532 17,256 3,276 19.0 % Sales and business development 14,817 13,584 1,233 9.1 % Contractual gold payments — 6,069 (6,069 ) n/a Professional fees 21,098 18,969 2,129 11.2 % Occupancy, communications and equipment 5,344 4,684 660 14.1 % Depreciation and amortization 1,752 872 880 100.9 % Third-party distribution fees 11,138 9,377 1,761 18.8 % Other 10,519 9,852 667 6.8 % Total operating expenses $ 290,444 $ 261,543 $ 28,901 11.1 % 50 Table of Contents Year Ended December 31, As a Percent of Revenues: 2024 2023 Compensation and benefits 28.4% 31.6% Fund management and administration 19.6% 20.4% Marketing and advertising 4.8% 4.9% Sales and business development 3.5% 3.9% Contractual gold payments — 1.7% Professional fees 4.9% 5.4% Occupancy, communications and equipment 1.2% 1.3% Depreciation and amortization 0.4% 0.2% Third-party distribution fees 2.6% 2.7% Other 2.5% 2.8% Total operating expenses 67.9% 74.9% Compensation and benefits Compensation and benefits expense increased 10.7% from $109.5 million during the year ended December 31, 2023 to $121.3 million during the year ended December 31, 2024 due to higher stock-based compensation, incentive compensation and headcount.
Operating Expenses Year Ended December 31, Percent (in thousands) 2024 2023 Change Change Compensation and benefits $ 121,281 $ 109,532 $ 11,749 10.7 % Fund management and administration 83,963 71,348 12,615 17.7 % Marketing and advertising 20,532 17,256 3,276 19.0 % Sales and business development 14,817 13,584 1,233 9.1 % Contractual gold payments — 6,069 (6,069 ) n/a Professional fees 21,098 18,969 2,129 11.2 % Occupancy, communications and equipment 5,344 4,684 660 14.1 % Depreciation and amortization 1,752 872 880 100.9 % Third-party distribution fees 11,138 9,377 1,761 18.8 % Other 10,519 9,852 667 6.8 % Total operating expenses $ 290,444 $ 261,543 $ 28,901 11.1 % 57 Table of Contents Year Ended December 31, As a Percent of Revenues: 2024 2023 Compensation and benefits 28.4% 31.6 % Fund management and administration 19.6% 20.4 % Marketing and advertising 4.8% 4.9 % Sales and business development 3.5% 3.9 % Contractual gold payments — 1.7 % Professional fees 4.9% 5.4 % Occupancy, communications and equipment 1.2% 1.3 % Depreciation and amortization 0.4% 0.2 % Third-party distribution fees 2.6% 2.7 % Other 2.5% 2.8 % Total operating expenses 67.9% 74.9 % Compensation and benefits Compensation and benefits expense increased 10.7% from $109.5 million during the year ended December 31, 2023 to $121.3 million during the year ended December 31, 2024 due to higher stock-based compensation, incentive compensation and headcount.
Cash and cash equivalents decreased $2.8 million during the year ended December 31, 2023 due to $184.3 million used to repurchase and settle our 4.25% Convertible Senior Notes due 2023, $57.4 million used to purchase financial instruments owned, at fair value, $50.0 million used to terminate our deferred consideration—gold payments obligation, $40.0 million used to repurchase our Series C Preferred Stock, $20.1 million used to pay dividends on our common stock, $11.2 million used to purchase investments, $3.6 million used to repurchase our common stock, $3.5 million used to pay issuance costs in respect of our 5.75% Convertible Senior Notes due 2028, $2.1 million used for software development and $1.2 million used in other activities.
Cash, cash equivalents and restricted cash decreased $2.8 million during the year ended December 31, 2023 due to $184.3 million used to repurchase and settle our 4.25% Convertible Senior Notes due 2023, $57.4 million used to purchase financial instruments owned, at fair value, $50.0 million used to terminate our deferred consideration—gold payments obligation, $40.0 million used to repurchase our Series C Preferred Stock, $20.1 million used to pay dividends on our common stock, $11.2 million used to purchase investments, $3.6 million used to repurchase our common stock, $3.5 million used to pay issuance costs in respect of our 2028 Notes, $2.1 million used for software development and $1.2 million used in other activities.
Other Other expenses consist primarily of insurance premiums, general office related expenses, securities license fees for our sales force, public company related expenses, corporate related travel and entertainment and Board of Director fees, including stock-based compensation related to equity awards we granted to our directors.
Other Other expenses consist primarily of insurance premiums, general office related expenses, securities license fees for our sales force, public company related expenses, corporate related travel and entertainment and Board of Director fees, including stock-based compensation related to equity awards granted to our directors.
Other losses, net Other gains/(losses), net were ($1.6) million and $0.9 million during the years ended December 31, 2023 and 2024, respectively. The current year includes a $4.0 million civil money penalty in connection with the SEC ESG Settlement.
Other gains/(losses), net Other gains/(losses), net were ($1.6) million and $0.9 million during the years ended December 31, 2023 and 2024, respectively. The year ended December 31, 2024 includes a $4.0 million civil money penalty in connection with the SEC ESG Settlement.
Liquid assets consist of cash and cash equivalents, 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.
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.
When performing our goodwill impairment test, we consider a qualitative assessment, when appropriate, and the market approach and its 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.
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.
These items are excluded from net income, but are required to be added to net income to arrive at income available to common stockholders in the calculation of earnings per share under U.S.
These items are excluded from net income, but are required to be added to net income to arrive at income available to common stockholders in the calculation of earnings per share under U.S. GAAP.
Third-party distribution fees Third-party distribution fees increased 18.8% from $9.4 million during the year ended December 31, 2023 to $11.1 million during the year ended December 31, 2024 primarily due to growth in AUM across our various platforms, as well as new platform relationships that expanded our distribution reach. 51 Table of Contents Other Other expenses increased 6.8% from $9.9 million during the year ended December 31, 2023 to $10.5 million during the year ended December 31, 2024 primarily due to higher insurance and travel-related expenses.
Third-party distribution fees Third-party distribution fees increased 18.8% from $9.4 million during the year ended December 31, 2023 to $11.1 million during the year ended December 31, 2024 primarily due to growth in AUM across our various platforms, as well as new platform relationships that expanded our distribution reach. 58 Table of Contents Other Other expenses increased 6.8% from $9.9 million during the year ended December 31, 2023 to $10.5 million during the year ended December 31, 2024 primarily due to higher insurance and travel-related expenses.
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, we will pay cash up to the aggregate principal amount of the Convertible Notes to be converted.
On or after May 15, 2030, May 15, 2029 and March 15, 2026 in respect of the 2030 Notes, the 2029 Notes and the 2026 Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances. · Cash settlement of principal amount: Upon conversion, we will pay cash up to the aggregate principal amount of the Convertible Notes to be converted.
Professional fees Professional fees increased 11.2% from $19.0 million during the year ended December 31, 2023 to $21.1 million during the year ended December 31, 2024 due to $4.3 million of legal and other related expenses expected to be covered by insurance that were incurred in connection with the SEC ESG Settlement, partly offset by lower expenses incurred in response to an activist campaign.
Professional fees Professional fees increased 11.2% from $19.0 million during the year ended December 31, 2023 to $21.1 million during the year ended December 31, 2024 due to $4.3 million of legal and other related expenses incurred in connection with the SEC ESG Settlement that were covered by insurance, partly offset by lower expenses incurred in response to an activist campaign.
Gains and losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items. 52 Table of Contents Income Taxes Our effective income tax rate for 2024 was 30.1%, resulting in an income tax expense of $28.7 million.
Gains and losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items. 59 Table of Contents Income Taxes Our effective income tax rate for 2024 was 30.1%, resulting in an income tax expense of $28.7 million.
Each class of notes were 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.
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.
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, 2025, including purchases to offset future equity grants made under our equity plans and purchases made in open market or privately negotiated transactions.
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.
These items arise upon the vesting of stock-based compensation awards and the magnitude is directly correlated to the number of awards vesting as well as the difference between the price of our stock on the date the award was granted and the date the award vested.
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.
These decreases were partly offset by $130.0 million of proceeds from the issuance of the 5.75% Convertible Senior Notes due 2028, $123.6 million of proceeds from the sale of financial instruments owned, at fair value, $85.6 million of net cash provided by operating activities, $28.8 million of proceeds from the exit from our investment in Securrency, Inc. in connection with the sale of Securrency, Inc. to an unaffiliated third party, $1.5 million from receipt of contingent consideration related to the sale of our Canadian ETF business, and $1.1 million from other activities.
These decreases were partly offset by $130.0 million of proceeds from the issuance of our 2028 Notes, $123.6 million of proceeds from the sale of financial instruments owned, at fair value, $85.6 million of net cash provided by operating activities, $28.8 million of proceeds from the exit from our investment in Securrency, Inc. in connection with the sale of Securrency, Inc. to an unaffiliated third party, $1.5 million from receipt of contingent consideration related to the sale of our Canadian ETF business, and $1.1 million from other activities.
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 finance complements not only complements our core competencies, but will diversify our revenue streams and further contribute to our growth.
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.
These increases were partially offset by $143.8 million used to repurchase the Series A Preferred Stock, $132.7 million to repurchase a portion of our 5.75% Convertible Senior Notes due 2028, $69.4 million used to purchase financial instruments owned, at fair value, $62.9 million used to repurchase our common stock, $19.0 million used to pay dividends, $14.8 million paid to GBH, $7.7 million used to pay convertible notes issuance costs, $2.3 million used to pay for software development and $2.1 million used in other activities.
These increases were partially offset by $143.8 million used to repurchase the Series A Preferred Stock, $132.7 million to repurchase a portion of our 2028 Notes, $69.4 million used to purchase financial instruments owned, at fair value, $62.9 million used to repurchase our common stock, $19.0 million used to pay dividends, $14.8 million paid to GBH, $7.7 million used to pay convertible notes issuance costs, $2.3 million used to pay for software development and $2.1 million used in other activities.
The Series C Preferred Stock was subsequently repurchased on November 20, 2023 as described in “Payable to GBH” below. See Note 12 to our Consolidated Financial Statements for additional information. 64 Table of Contents 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.
The Series C Preferred Stock was subsequently repurchased on November 20, 2023 as described in “Payable to GBH” below. See Note 12 to our Consolidated Financial Statements for additional information. 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.
Our current liabilities consist primarily of payments owed to vendors and third parties in the normal course of business, deferred consideration and accrued incentive compensation for employees.
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.
Other revenues Other revenues increased 104.8% from $15.8 million during the year ended December 31, 2023 to $32.4 million during the year ended December 31, 2024 due to higher other revenues attributable to our European listed ETPs and $4.3 million of other revenues related to legal and other related expenses incurred in connection with the SEC ESG Settlement that are expected to be covered by insurance.
Other revenues Other revenues increased 104.8% from $15.8 million during the year ended December 31, 2023 to $32.4 million during the year ended December 31, 2024 due to higher other revenues attributable to our European listed ETPs and $4.3 million of other revenues related to legal and other related expenses incurred in connection with the SEC ESG Settlement that were covered by insurance.
The fees we pay our sub-advisers generally are the higher of the fixed minimums per fund, which range from $25,000 to $180,000 per year, or the percentage fee, which ranges between 0.01% and 0.20% per annum of average daily AUM at various breakpoint levels depending on the nature of the ETP.
The fees we pay our sub-advisers generally are the higher of the fixed minimums per fund, which range from $0 to $158 per year, or the percentage fee, which ranges between 0.01% and 0.20% per annum of average daily AUM at various breakpoint levels depending on the nature of the ETP.
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 common stock. ● Redemption price: We may redeem for cash all or any portion of the Convertible Notes, at our 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 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.
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 common stock. · Redemption price: We may redeem for cash all or any portion of the Convertible Notes, at our option, on or after August 20, 2027, August 20, 2026 and June 20, 2023 in respect of the 2030 Notes, the 2029 Notes and the 2026 Notes, respectively, and on or prior to the 45th scheduled trading day with respect to the 2030 Notes and the 55th scheduled trading day with respect to the 2029 Notes and the 2026 Notes immediately preceding the maturity date, if the last reported sale price of 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.
This obligation was terminated on May 10, 2023 for approximately $137.0 million. See Note 9 to our Consolidated Financial Statements for additional information. 45 Table of Contents Interest income Interest income, which is recognized on an accrual basis, arises from investing our corporate cash into interest-bearing financial instruments.
This obligation was terminated on May 10, 2023 for approximately $137.0 million. See Note 9 to our Consolidated Financial Statements for additional information. Interest income Interest income, which is recognized on an accrual basis, arises from investing our corporate cash into interest-bearing financial instruments.
Expense Guidance for the Year Ending December 31, 2025 Compensation to Revenue Ratio Our compensation to revenue ratio for the year ending December 31, 2025 is currently estimated to range from 28% to 30% and takes into consideration planned hires as well as year-end compensation adjustments and the annualization of hires made during 2024.
Expense Guidance 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% and takes into consideration planned hires as well as year-end compensation adjustments and the annualization of hires made during 2025.
Cash and cash equivalents increased $51.9 million during the year ended December 31, 2024 due to $345.0 million of proceeds from the issuance of the 3.25% Convertible Senior Notes due 2029, $113.5 million of net cash provided by operating activities and $48.1 million of proceeds from the sale of financial instruments owned, at fair value.
Cash, cash equivalents and restricted cash increased $51.9 million during the year ended December 31, 2024 due to $345.0 million of proceeds from the issuance of the 2029 Notes, $113.5 million of net cash provided by operating activities and $48.1 million of proceeds from the sale of financial instruments owned, at fair value.
Operating Leases Total future minimum lease payments with respect to our operating lease liabilities were $1.0 million at December 31, 2024. Cash flows generated by our operating activities and existing cash balances should be sufficient to satisfy the future minimum lease payments. See Note 13 to our Consolidated Financial Statements for additional information.
Operating Leases Total future minimum lease payments with respect to our operating lease liabilities were $3.3 million at December 31, 2025. Cash flows generated by our operating activities and existing cash balances should be sufficient to satisfy the future minimum lease payments. See Note 13 to our Consolidated Financial Statements for additional information.
Key terms of the Convertible Notes are as follows: 2026 Notes 2028 Notes 2029 Notes Principal outstanding $150.0 $25.8 $345.0 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 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 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 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.
Key terms of the Convertible Notes are as follows: 2026 Notes 2029 Notes 2030 Notes Principal outstanding $150.0 $345.0 $475.0 Issuance date June 14, 2021 August 13, 2024 August 14, 2025 Maturity date (unless earlier converted, repurchased or redeemed) June 15, 2026 August 15, 2029 August 15, 2030 Interest rate 3.25% 3.25% 4.625% Initial conversion price $11.04 $11.82 $19.15 Initial conversion rate 90.5797 84.5934 52.2071 Redemption price $14.35 $15.37 $24.90 · Interest rate: Payable semiannually in arrears on February 15 and August 15 of each year for the 2030 Notes and the 2029 Notes and on June 15 and December 15 of each year for the 2026 Notes. · Conversion price: Convertible at an initial conversion rate into shares of 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 May 15, 2030, May 15, 2029 and March 15, 2026 for the 2030 Notes, the 2029 Notes and the 2026 Notes, respectively, only under the following circumstances: (i) if the last reported sale price of 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.
These advisory fees are calculated based on a percentage of the ETPs’ average daily net assets. As of the date of this Report, our weighted average fee rates by product category are as follows: Commodity & Currency: 35bps Leveraged & Inverse: 81bps International Developed Market Equity: 49bps Fixed Income: 16bps U.S.
These advisory fees are calculated based on a percentage of the ETPs’ average daily net assets. As of the date of this Report, our weighted average fee rates by product category are as follows: Commodity & Currency: 34bps Leveraged & Inverse: 81bps International Developed Market Equity: 47bps Fixed Income: 17bps U.S.
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 December 31, 2024 was approximately $39.4 million in the aggregate.
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 December 31, 2025 was approximately $38.9 million in the aggregate.
Contractual Obligations Convertible Notes We currently have $520.8 million in aggregate principal amount of Convertible Notes outstanding, of which $150.0 million, $25.8 million and $345.0 million are scheduled to mature on June 15, 2026, August 15, 2028 and August 15, 2029, in respect of the 2026 Notes, the 2028 Notes and the 2029 Notes, respectively, unless earlier converted, repurchased or redeemed.
Contractual Obligations Convertible Notes We currently have $970.0 million in aggregate principal amount of Convertible Notes outstanding, of which $150.0 million, $345.0 million and $475 million are scheduled to mature on June 15, 2026, August 15, 2029 and August 15, 2030, in respect of the 2026 Notes, the 2029 Notes and the 2030 Notes, respectively, unless earlier converted, repurchased or redeemed.
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.
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.
Third-Party Distribution Expense We currently estimate third-party distribution expense to be approximately $11.0 million to $12.0 million for the year ending December 31, 2025, which is dependent upon the AUM growth on our respective platforms.
Third-Party Distribution Expense We currently estimate third-party distribution expense to be approximately $17.0 million to $19.0 million for the year ending December 31, 2026, which is dependent upon the AUM growth on our respective platforms.
Equity: 30bps Alternatives: 50bps Emerging Market Equity: 61bps Cryptocurrency: 32bps We determine the appropriate advisory fee to charge for our ETPs based on the cost of operating each ETP considering the types of securities the ETPs will hold, fees third-party service providers will charge us for operating the ETPs and our competitors’ fees for similar ETPs.
Equity: 29bps Alternatives: 39bps Emerging Market Equity: 60bps Cryptocurrency: 28bps We determine the appropriate advisory fee to charge for our ETPs based on the cost of operating each ETP considering the types of securities the ETPs will hold, fees third-party service providers will charge us for operating the ETPs and our competitors’ fees for similar ETPs.
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. Introduction We are a global financial innovator, offering a diverse suite of ETPs, models, solutions and products leveraging blockchain technology.
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. Introduction We are a global financial innovator, offering a diverse suite of ETPs, models and solutions, private market investments and digital asset-related products.
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.
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.
In addition, on August 13, 2024, we repurchased all of our then-outstanding Series A Preferred Stock, which was convertible into 14,750,000 shares of our common stock, from ETFS Capital for aggregate cash consideration of approximately $143.8 million. See Note 11 to our Consolidated Financial Statements for additional information.
In addition, on August 13, 2024, we repurchased all of our then-outstanding Series A Preferred Stock, which was convertible into 14,750,000 shares of our common stock, from ETFS Capital for aggregate cash consideration of approximately $143.8 million.
In addition, we pay certain costs based on transactions in our ETPs or based on inflow levels. The fees we pay for accounting, tax, transfer agency, index calculation, indicative values and exchange listing are based on the number of ETPs we have. The remaining fees are based on a combination of both AUM and number of funds, or as incurred.
In addition, we pay certain costs based on transactions in our ETPs or based on inflow levels. The fees we pay for accounting, tax, transfer agency, index calculation, indicative values and exchange listing are based on the number of products we have.
As of December 31, 2024, we managed approximately $109.8 billion in AUM. Our ETPs span a broad range of strategies including equities, fixed income, commodities, leveraged-and-inverse, currency, alternatives and cryptocurrency exposures.
As of December 31, 2025, we managed approximately $144.5 billion in AUM. Our products span a broad range of strategies including equities, fixed income, commodities, leveraged-and-inverse, currency, alternatives and cryptocurrency exposures.
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 $9.54 per share for the 5.75% Convertible Senior Notes due 2028, $11.04 per share for the 3.25% Convertible Senior Notes due 2026 and $11.82 per share for the 3.25% Convertible Senior Notes due 2029.
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 $11.04 per share for the 2026 Notes, $11.82 per share for the 3.25% Convertible Senior Notes due 2029 (the “2029 Notes”) and $19.15 per share for the 4.625% Convertible Senior Notes due 2030 (the “2030 Notes”).
Interest Income We currently estimate our interest income for the year ending December 31, 2025 to be $7.0 million, based upon the magnitude of our forecasted interest earning assets.
Interest Income We currently estimate our interest income for the year ending December 31, 2026 to be approximately $8.0 million, based upon the magnitude of our forecasted interest earning assets and interest rates.
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. Goodwill is allocated to our U.S. business and European business components.
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.
Marketing and advertising Marketing and advertising expenses are recorded when incurred and include the following: ● advertising and product promotion campaigns that are initiated to promote our existing and new ETPs as well as brand awareness; ● marketing campaigns to attract WisdomTree Prime and WisdomTree Connect users; 44 Table of Contents ● development and maintenance of our website; and ● creation and preparation of marketing materials.
The remaining fees are based on a combination of both AUM and number of funds, or as incurred. 48 Table of Contents Marketing and advertising Marketing and advertising expenses are recorded when incurred and include the following: · advertising and product promotion campaigns that are initiated to promote our existing and new ETPs as well as brand awareness; · marketing campaigns to attract WisdomTree Connect and WisdomTree Prime users; · development and maintenance of our website; and · creation and preparation of marketing materials.
Under the terms of the transaction, we 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.
Under the terms of the transaction, we have paid GBH $69.6 million to date, with the remainder of the purchase price payable on the third anniversary of the closing date. The implied price per share was $6.02 when considering the interest-free financing element of the transaction.
No sinking fund is provided for the Convertible Notes. 63 Table of Contents ● Limited investor put rights: Holders of the Convertible Notes have the right to require us to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events. ● Conversion rate increase in certain customary circumstances: In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 103.6269 shares, 167.7853 shares and 144.9275 shares of our 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 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.
No sinking fund is provided for the Convertible Notes. · Limited investor put rights: Holders of the Convertible Notes have the right to require us to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events. · Conversion rate increase in certain customary circumstances: In certain circumstances, conversions in connection with a “make-whole fundamental change” (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 75.7003 shares, 103.6269 shares and 144.9275 shares of the Company’s common stock per $1,000 principal amount of the 2030 Notes, the 2029 Notes and the 2026 Notes, respectively (the equivalent of 93,448,048 shares of 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. 68 Table of Contents 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.
Gains and losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items. 55 Table of Contents Income Taxes Our effective income tax rate for 2023 was 13.8%, resulting in income tax expense of $16.5 million.
Gains and losses also generally arise from the sale of gold earned from advisory fees paid by our physically-backed gold ETPs, foreign exchange fluctuations and other miscellaneous items. Income Taxes Our effective income tax rate for 2025 was 23.3%, resulting in an income tax expense of $33.1 million.
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, transparency and provide an enhanced user experience.
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.
For the year ending December 31, 2025, we currently estimate that our gross margin percentage will be 81.0% to 82.0% taking into consideration current AUM and revenue levels, changes in service providers and anticipated fund launches. If AUM increases, we would anticipate further gross margin expansion.
Gross margin percentage is calculated as gross margin divided by total operating revenues. For the year ending December 31, 2026, we currently estimate that our gross margin percentage will be 82.0% to 83.0% taking into consideration current AUM, revenue levels and anticipated fund launches. If AUM increases, we would anticipate further gross margin expansion.
Sales and business development Sales and business development expense increased 14.4% from $11.9 million during the year ended December 31, 2022 to $13.6 million during the year ended December 31, 2023 primarily resulting from increases in travel and events spending.
Sales and business development Sales and business development expense increased 10.4% from $14.8 million during the year ended December 31, 2024 to $16.4 million during the year ended December 31, 2025 primarily resulting from increases in travel and events spending.
In connection with the issuance of the 2029 Notes, we repurchased $104.2 million in aggregate principal amount of 2028 Notes. As a result of this repurchase, we recognized a loss on extinguishment of approximately $30.6 million during the year ended December 31, 2024.
In connection with the issuance of the 2030 Notes, we repurchased $24.0 million in aggregate principal amount of our 2028 Notes. As a result of this repurchase, we recognized a loss on extinguishment of $13.0 million during the year ended December 31, 2025.
These items were partly offset by an increase in the deferred tax asset valuation allowance on losses recognized on financial instruments owned. 56 Table of Contents Quarterly Results The following tables set forth our unaudited consolidated quarterly statement of operations data, both in dollar amounts and as a percentage of total revenues, and our unaudited consolidated quarterly operating data for the quarters in 2024 and 2023.
These items were partly offset by a non-deductible loss on extinguishment of our 4.25% Convertible Senior Notes due 2023 during the first quarter of 2023, an increase in the deferred tax asset valuation allowance on losses recognized on our investments and non-deductible executive compensation. 60 Table of Contents Quarterly Results The following tables set forth our unaudited consolidated quarterly statement of operations data, both in dollar amounts and as a percentage of total revenues, and our unaudited consolidated quarterly operating data for the quarters in 2025 and 2024.
Listed ETF Industry Flows U.S. listed ETF net flows for the year ended December 31, 2024 were $867.9 billion. U.S. equity and fixed income gathered the majority of those flows. Source: Morningstar 42 Table of Contents European Listed ETP Industry Flows European listed ETP net flows were $98.4 billion for the year ended December 31, 2024.
Source: FactSet U.S. Listed ETF Industry Flows U.S. listed ETF net flows for the year ended December 31, 2025 were $1,419.5 billion. U.S. equity and fixed income gathered the majority of those flows. Source: Morningstar 46 Table of Contents European Listed ETP Industry Flows European listed ETP net flows were $246.6 billion for the year ended December 31, 2025.
During the year ended December 31, 2024, we repurchased 6,800,301 shares of our common stock under the repurchase program for an aggregate cost of $62.9 million. Currently, $150.0 million remains under this program for future purchases.
During the year ended December 31, 2025, we repurchased 8,096,862 shares of our common stock under the repurchase program for an aggregate cost of $102.7 million. Currently, $250.0 million remains under this program for future purchases.
Revaluation/termination of deferred consideration–gold payments Deferred consideration arose in connection with our acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital Limited, or the ETFS Acquisition, and was remeasured each reporting period using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate.
Components of Other Income/(Expenses) of a Recurring Nature Interest expense We recognize interest expense using the effective interest method which includes the amortization of discounts, premiums and issuance costs. 49 Table of Contents Revaluation/termination of deferred consideration–gold payments Deferred consideration arose in connection with our acquisition of the European exchange-traded commodity, currency and leveraged-and-inverse business of ETFS Capital Limited, and was remeasured each reporting period using forward-looking gold prices observed on the CMX exchange, a selected discount rate and perpetual growth rate.
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, 2025, taking into consideration the current distribution of profits among our U.S. and European businesses.
It is anticipated our interest earning assets will decline in the second half of the year following the retirement of our 2026 Notes. 50 Table of Contents Income Tax Expense We currently estimate that our consolidated normalized effective tax rate will be approximately 24.0% for the year ending December 31, 2026, taking into consideration the current distribution of profits among our U.S. and European businesses.
Years Ended December 31, Adjusted Net Income and Diluted Earnings per Share: 2024 2023 2022 Net income, as reported $ 66,693 $ 102,546 $ 50,684 Add back: Loss on extinguishment of convertible notes, net of income taxes 29,410 9,623 — Add back: Civil money penalty in connection with SEC ESG Settlement 4,000 — — Add back: Expenses incurred in response to an activist campaign, net of income taxes 3,760 4,452 3,376 (Deduct)/add back: (Gains)/Losses on financial instruments owned, at fair value, net of income taxes (3,671 ) 392 12,505 Add back: Imputed interest on payable to GBH, net of income taxes 1,996 224 — (Deduct)/add back: (Decrease)/increase in deferred tax valuation allowance on financial instruments owned and investments (903 ) 2,113 4,729 Add back: Unrealized loss recognized on our investments, net of income taxes 858 607 290 Deduct: Tax windfalls upon vesting and exercise of stock-based compensation awards (764 ) (176 ) (541 ) Deduct: Gain on revaluation/termination of deferred consideration — (61,953 ) (27,765 ) Add back: Impairments, net of income taxes — 6,013 — Deduct: Gain recognized from the sale of Canadian ETF business, including remeasurement of contingent consideration — (1,477 ) — Add back: Litigation expenses associated with certain provisions of the Stockholder Rights Agreement, net of income taxes — 367 — Deduct: Decrease in deferred tax valuation allowance on net operating losses of a European subsidiary — — (1,609 ) Adjusted net income $ 101,379 $ 62,731 $ 41,669 Deduct: Income distributed to participating securities (1,406 ) (2,770 ) (2,186 ) Deduct: Undistributed income allocable to participating securities (5,069 ) (5,868 ) (2,509 ) Adjusted net income available to common stockholders $ 94,904 $ 54,093 $ 36,974 Weighted average diluted shares, excluding participating securities (See Note 21 to our Consolidated Financial Statements) 149,253 147,827 143,295 Adjusted earnings per share—diluted $ 0.64 $ 0.37 $ 0.26 During the years ended December 31, 2024 and 2023, we recognized a loss of $13.2 million (which includes an excise tax of $1.8 million) and a gain of $8.0 million, respectively, related to the repurchase of the Series A Preferred Stock and the Series C Preferred Stock.
We exclude changes in fair value of contingent consideration and amortization of intangible assets arising from the Ceres Acquisition when calculating our non-GAAP financial measurements as these items are not core to our operating business. · Other items: Losses on extinguishment of convertible notes, acquisition-related costs, changes in deferred tax asset valuation allowance, imputed interest on our payable to GBH, gains and losses recognized on our investments, a civil money penalty in connection with the SEC ESG Settlement, expenses incurred in response to an activist campaign, gain on revaluation/termination of deferred consideration, impairments, remeasurement of contingent consideration payable to us from the sale of our former Canadian ETF business and litigation expenses associated with certain provisions of our Stockholder Rights Agreement, dated as of March 17, 2023, as amended, are excluded when calculating our non-GAAP financial measurements. 65 Table of Contents Years Ended December 31, Adjusted Net Income and Diluted Earnings per Share: 2025 2024 2023 Net income, as reported $ 109,133 $ 66,693 $ 102,546 Add back: Loss on extinguishment of convertible notes, net of income taxes 13,268 29,410 9,623 Add back: Acquisition-related costs, net of income taxes 3,553 — — Deduct: Tax windfalls upon vesting and exercise of stock-based compensation awards (2,163 ) (764 ) (176 ) (Deduct)/add back: (Decrease)/increase in deferred tax valuation allowance on capital losses (1,690 ) (903 ) 2,113 (Deduct)/add back: (Gains)/Losses on financial instruments owned, at fair value, net of income taxes (1,441 ) (3,671 ) 392 Add back: Imputed interest on payable to GBH, net of income taxes 1,347 1,996 224 Add back: Amortization of intangible assets arising from the Ceres Acquisition, net of income taxes 1,086 — — Add back: Foreign currency remeasurement losses on U.S. dollar balances, net of income taxes 995 — — Add back: Increase in fair value of contingent consideration, net of income taxes 538 — — (Deduct)/add back: (Gains)/losses recognized on investments, net of income taxes (38 ) 858 607 Add back: Civil money penalty in connection with SEC ESG Settlement — 4,000 — Add back: Expenses incurred in response to an activist campaign, net of income taxes — 3,760 4,452 Deduct: Gain on revaluation/termination of deferred consideration — — (61,953 ) Add back: Impairments, net of income taxes — — 6,013 Deduct: Gain recognized from the sale of Canadian ETF business, including remeasurement of contingent consideration — — (1,477 ) Add back: Litigation expenses associated with certain provisions of the Stockholder Rights Agreement, net of income taxes — — 367 Adjusted net income $ 124,588 $ 101,379 $ 62,731 Deduct: Income distributed to participating securities — (1,406 ) (2,770 ) Deduct: Undistributed income allocable to participating securities (31 ) (5,069 ) (5,868 ) Adjusted net income available to common stockholders $ 124,557 $ 94,904 $ 54,093 Weighted average diluted shares, excluding participating securities (See Note 20 to our Consolidated Financial Statements) 144,891 149,253 147,827 Adjusted earnings per share—diluted $ 0.86 $ 0.64 $ 0.37 During the year ended December 31, 2025, we recognized an excise tax of $0.7 million on stock repurchases.
Other revenues Other revenues increased 105.0% from $7.7 million during the year ended December 31, 2022 to $15.8 million during the year ended December 31, 2023 primarily due to higher other revenues attributable to our European listed ETPs.
Other revenues Other revenues increased 29.0% from $32.4 million during the year ended December 31, 2024 to $41.8 million during the year ended December 31, 2025 due to higher other revenues attributable to our European listed ETPs.
GAAP. 61 Table of Contents Liquidity and Capital Resources The following table summarizes key data regarding our liquidity, capital resources and use of capital to fund our operations: December 31, 2024 December 31, 2023 Balance Sheet Data (in thousands): Cash and cash equivalents $ 181,191 $ 129,305 Financial instruments owned, at fair value 85,439 58,722 Accounts receivable 44,866 35,473 Securities held-to-maturity 206 230 Total: Liquid assets 311,702 223,730 Less: Total current liabilities (109,197 ) (103,216 ) Less: Other assets—seed capital (WisdomTree Digital Funds) (20,866 ) (18,308 ) Less: Regulatory capital requirements (39,423 ) (29,156 ) Total: Available liquidity $ 142,216 $ 73,050 Year Ended December 31, 2024 2023 2022 Cash Flow Data (in thousands): Operating cash flows $ 113,461 $ 85,600 $ 55,087 Investing cash flows (23,875 ) 82,049 (37,657 ) Financing cash flows (36,000 ) (171,636 ) (22,780 ) Foreign exchange rate effect (1,700 ) 1,191 (3,258 ) Increase/(decrease) in cash and cash equivalents $ 51,886 $ (2,796 ) $ (8,608 ) Liquidity We consider our available liquidity to be our liquid assets, less our current liabilities, seed capital in WisdomTree Digital Funds and regulatory capital requirements of certain of our subsidiaries.
Liquidity and Capital Resources The following table summarizes key information regarding our liquidity, capital resources and use of capital to fund our operations: December 31, 2025 December 31, 2024 Balance Sheet Data (in thousands): Cash and cash equivalents $ 311,732 $ 181,191 Financial instruments owned, at fair value 107,117 85,439 Accounts receivable 64,452 44,866 Total: Liquid assets 483,301 311,702 Less: Total current liabilities (282,056 ) (109,197 ) Less: Other assets—seed capital (WisdomTree Digital Funds) (19,327 ) (20,866 ) Less: Regulatory capital requirements ( 38,861 ) (39,423 ) Total: Available liquidity $ 143,057 $ 142,216 66 Table of Contents Year Ended December 31, 2025 2024 2023 Cash Flow Data (in thousands): Operating cash flows $ 147,946 $ 113,461 $ 85,600 Investing cash flows (313,033 ) (23,875 ) 82,049 Financing cash flows 289,788 (36,000 ) (171,636 ) Foreign exchange rate effect 5,840 (1,700 ) 1,191 Increase/(decrease) in cash and cash equivalents $ 130,541 $ 51,886 $ (2,796 ) Liquidity We consider our available liquidity to be our liquid assets, less our current liabilities, seed capital in WisdomTree Digital Funds and regulatory capital requirements of certain of our subsidiaries.
Our revenues are also highly correlated to the level and relative mix of our AUM, as well as the fee rate associated with our ETPs. Changes in product mix have led to a decline in our average advisory fee, which for the years ended December 31, 2022, 2023 and 2024 were 0.38%, 0.36% and 0.36%, respectively.
Changes in product mix have led to a decline in our average advisory fee, which for the years ended December 31, 2023, 2024 and 2025 were 0.36%, 0.36% and 0.35%, respectively.
Equity Beginning of period assets $ 29,156 $ 24,112 $ 23,860 Inflows 2,184 1,616 3,345 Market appreciation/(depreciation) 4,074 3,428 (3,093 ) End of period assets $ 35,414 $ 29,156 $ 24,112 Average assets during the period $ 32,596 $ 25,721 $ 22,881 Commodity & Currency Beginning of period assets $ 21,336 $ 22,097 $ 24,599 Outflows (3,140 ) (1,774 ) (2,911 ) Market appreciation 3,710 1,013 409 End of period assets $ 21,906 $ 21,336 $ 22,097 Average assets during the period $ 22,070 $ 22,843 $ 23,406 Fixed Income Beginning of period assets $ 21,197 $ 15,273 $ 4,356 (Outflows)/inflows (1,062 ) 5,939 11,299 Market depreciation (92 ) (15 ) (382 ) End of period assets $ 20,043 $ 21,197 $ 15,273 Average assets during the period $ 20,973 $ 19,804 $ 9,039 48 Table of Contents Year Ended December 31, 2024 2023 2022 International Developed Market Equity Beginning of period assets $ 15,103 $ 10,195 $ 11,894 Inflows 1,522 2,852 101 Market appreciation/(depreciation) 977 2,056 (1,800 ) End of period assets $ 17,602 $ 15,103 $ 10,195 Average assets during the period $ 17,963 $ 12,824 $ 10,568 Emerging Market Equity Beginning of period assets $ 10,726 $ 8,116 $ 10,375 (Outflows)/inflows (654 ) 1,678 27 Market appreciation/(depreciation) 396 932 (2,286 ) End of period assets $ 10,468 $ 10,726 $ 8,116 Average assets during the period $ 11,460 $ 9,287 $ 8,843 Leveraged & Inverse Beginning of period assets $ 1,815 $ 1,754 $ 1,777 (Outflows)/inflows (66 ) (5 ) 192 Market appreciation/(depreciation) 175 66 (215 ) End of period assets $ 1,924 $ 1,815 $ 1,754 Average assets during the period $ 1,923 $ 1,813 $ 1,704 Cryptocurrency Beginning of period assets $ 414 $ 136 $ 357 Inflows 749 50 36 Market appreciation/(depreciation) 749 228 (257 ) End of period assets $ 1,912 $ 414 $ 136 Average assets during the period $ 997 $ 247 $ 230 Alternatives Beginning of period assets $ 377 $ 310 $ 261 Inflows 119 41 91 Market appreciation/(depreciation) 14 26 (42 ) End of period assets $ 510 $ 377 $ 310 Average assets during the period $ 435 $ 328 $ 298 Headcount 313 303 273 Note: Previously issued statistics may be restated due to fund closures and trade adjustments Source: WisdomTree 49 Table of Contents Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Selected Operating and Financial Information Year Ended December 31, 2024 2023 Change Percent Change AUM (in millions) Average AUM $ 108,417 $ 92,867 $ 15,550 16.7 % Operating Revenues (in thousands) Advisory fees $ 395,362 $ 333,227 $ 62,135 18.6 % Other revenues 32,375 15,808 16,567 104.8 % Total revenues $ 427,737 $ 349,035 $ 78,702 22.5 % Operating Revenues Advisory fees Advisory fee revenues increased 18.6% from $333.2 million during the year ended December 31, 2023 to $395.4 million during the year ended December 31, 2024 due to higher average AUM.
Equity Beginning of period assets $ 35,414 $ 29,156 $ 24,112 Add: Digital Assets—Jan. 1, 2025 9 — — Inflows 2,469 2,185 1,616 Market appreciation 3,536 4,073 3,428 End of period assets $ 41,428 $ 35,414 $ 29,156 Average assets during the period $ 38,386 $ 32,594 $ 25,722 52 Table of Contents Year Ended December 31, 2025 2024 2023 Commodity & Currency Beginning of period assets $ 21,906 $ 21,336 $ 22,097 Add: Digital Assets—Jan. 1, 2025 $ 1 $ — $ — Inflows/(outflows) 1,004 (3,141 ) (1,774 ) Market appreciation 14,069 3,711 1,013 End of period assets $ 36,980 $ 21,906 $ 21,336 Average assets during the period $ 27,967 $ 22,070 $ 22,843 International Developed Market Equity Beginning of period assets $ 17,602 $ 15,103 $ 10,195 Inflows 3,746 1,522 2,852 Market appreciation 4,268 977 2,056 End of period assets $ 25,616 $ 17,602 $ 15,103 Average assets during the period $ 21,260 $ 17,963 $ 12,824 Fixed Income Beginning of period assets $ 20,043 $ 21,197 $ 15,273 Add: Digital Assets—Jan. 1, 2025 21 — — Inflows/(outflows) 828 (1,062 ) 5,939 Market appreciation/(depreciation) 182 (92 ) (15 ) End of period assets $ 21,074 $ 20,043 $ 21,197 Average assets during the period $ 22,135 $ 20,973 $ 19,804 Emerging Market Equity Beginning of period assets $ 10,468 $ 10,726 $ 8,116 (Outflows)/inflows (1,175 ) (654 ) 1,678 Market appreciation 1,350 396 932 End of period assets $ 10,643 $ 10,468 $ 10,726 Average assets during the period $ 10,520 $ 11,460 $ 9,287 Leveraged & Inverse Beginning of period assets $ 1,924 $ 1,815 $ 1,754 Inflows/(outflows) 190 (66 ) (5 ) Market appreciation 1,161 175 66 End of period assets $ 3,275 $ 1,924 $ 1,815 Average assets during the period $ 2,571 $ 1,923 $ 1,813 Cryptocurrency Beginning of period assets $ 1,912 $ 414 $ 136 Add: Digital Assets—Jan. 1, 2025 1 — — Inflows 756 749 50 Market (depreciation)/appreciation (427 ) 749 228 End of period assets $ 2,242 $ 1,912 $ 414 Average assets during the period $ 2,166 $ 997 $ 247 Alternatives Beginning of period assets $ 510 $ 377 $ 310 Inflows 683 119 41 Market appreciation 184 14 26 End of period assets $ 1,377 $ 510 $ 377 Average assets during the period $ 854 $ 435 $ 328 Headcount 360 313 303 Note: Previously issued statistics may be restated due to fund closures and trade adjustments Source: WisdomTree ____________________________ (1) Includes 17 digital assets products, which were launched prior to January 1, 2025. 53 Table of Contents Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Selected Operating and Financial Information Year Ended December 31, Percent 2025 2024 Change Change AUM (in millions) Average AUM $ 126,313 $ 108,415 $ 17,898 16.5 % Operating Revenues (in thousands) Advisory fees $ 439,987 $ 395,362 $ 44,625 11.3 % Management fees 4,908 — 4,908 n/a Performance fees 7,105 — 7,105 n/a Other revenues 41,753 32,375 9,378 29.0 % Total revenues $ 493,753 $ 427,737 $ 66,016 15.4 % Operating Revenues Advisory fees Advisory fee revenues increased 11.3% from $395.4 million during the year ended December 31, 2024 to $440.0 million during the year ended December 31, 2025 due to higher average AUM, partly offset by a lower average advisory fee.
The range also considers variability in incentive compensation with drivers including the magnitude of our flows, revenue 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.
The range also considers variability in incentive compensation with drivers including the magnitude of our flows, revenue and operating income growth, margin expansion and our stock price performance in relation to our peers. Discretionary Spending Discretionary spending includes marketing, sales, professional fees, occupancy and equipment, depreciation and amortization and other expenses.
Cash and cash equivalents decreased $8.6 million during the year ended December 31, 2022 due to $55.1 million of net cash provided by operating activities and $52.1 million of proceeds from the sale of financial instruments owned, at fair value.
Cash, cash equivalents and restricted cash increased $130.5 million during the year ended December 31, 2025 due to $475.0 million of proceeds from the issuance of the 2030 Notes, $147.9 million of net cash provided by operating activities, $12.6 million of proceeds from the sale of financial instruments owned, at fair value and $5.6 million from other activities.
Additional corporate tax legislation could also impact our normalized effective tax rate. 46 Table of Contents Weighted Average Diluted Shares We currently estimate our weighted average diluted shares to be between 149.0 million and 150.0 million during the year ending December 31, 2025. This guidance does not take into consideration any variability in shares associated with our Convertible Notes.
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 152.0 million and 157.0 million during the year ending December 31, 2026. This guidance contemplates incremental shares associated with our Convertible Notes assuming a stock price approximating recent levels.
Headcount was 273 and 303 at December 31, 2022 and 2023, respectively. Fund management and administration Fund management and administration expense increased 10.2% from $64.8 million during the year ended December 31, 2022 to $71.3 million during the year ended December 31, 2023 primarily due to higher average AUM and inflows.
Headcount was 313 and 360 at December 31, 2024 and 2025, respectively. Fund management and administration Fund management and administration expense increased 6.2% from $84.0 million during the year ended December 31, 2024 to $89.1 million during the year ended December 31, 2025 primarily due to higher average AUM.
Our advisory fee revenues may fluctuate based on general stock market trends, which include market value appreciation or depreciation, currency fluctuations against the U.S. dollar, increased competition and level of inflows or outflows from our ETPs. 43 Table of Contents Other revenues Other revenues include rebates from swap providers to our European listed ETPs, creation/redemption fees earned on our European non-UCITS products and fees from licensing our indexes and index data to third parties.
Our advisory fee revenues may fluctuate based on general stock market trends, which include market value appreciation or depreciation, currency fluctuations against the U.S. dollar, increased competition and level of inflows or outflows from our ETPs. Management fees Management fees are earned in exchange for Ceres providing investment advisory and other management services to Ceres Farms.
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.
There is no significant judgment in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which we have a right to invoice.
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. 65 Table of Contents Other revenues are earned from swap providers associated with certain of our European listed ETPs, the nature of which are based on a percentage of the ETPs’ average daily net assets.
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.
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 10.3%.
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 10.3%. 70 Table of Contents Investments We account for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed within Accounting Standards Codification Topic 321, Investments – Equity Securities , to the extent such investments are not subject to consolidation or the equity method.
Depreciation and amortization Depreciation and amortization expense increased 232.8% from $0.3 million during the year ended December 31, 2022 to $0.9 million during the year ended December 31, 2023 due to amortization of software development costs.
Depreciation and amortization Depreciation and amortization expense increased 115.6% from $1.8 million during the year ended December 31, 2024 to $3.8 million during the year ended December 31, 2025 due to higher amortization of software development costs, as well as approximately $1.4 million of intangible asset amortization arising from the Ceres Acquisition.
As of December 31, 2024, we had an aggregate principal amount of $520.8 million outstanding of the 2026 Notes, the 2028 Notes and the 2029 Notes (collectively, the “Convertible Notes”).
Additionally, on November 25, 2025, we redeemed the remaining $1.8 million in aggregate principal amount of the 2028 Notes, resulting in a loss on extinguishment of $0.8 million. 67 Table of Contents As of December 31, 2025, we had an aggregate principal amount of $970.0 million outstanding of the 2026 Notes, the 2029 Notes and the 2030 Notes (collectively, the “Convertible Notes”).
Interest Expense We currently estimate our interest expense for the year ending December 31, 2025 to be $22.0 million, which is inclusive of approximately $2.0 million of interest cost we are required to impute under U.S.
Interest Expense We currently estimate our interest expense for the year ending December 31, 2026 to be approximately $40.0 million, taking into consideration the retirement of our 3.25% Convertible Senior Notes due 2026 (the “2026 Notes”). Not included in the guidance above is approximately $0.9 million of interest cost we are required to impute under U.S.
During the second quarter of 2023, we terminated this obligation for aggregate consideration totaling approximately $137.0 million. ● 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 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 volatility in earnings and are not core to our operating business. 60 Table of Contents ● Tax windfalls and shortfalls upon vesting and stock-based compensation awards: GAAP requires the recognition of tax windfalls and shortfalls within income tax expense.
Beginning in the second quarter of 2025, we began excluding 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.
Additional business highlights include the following: ● We achieved strong product performance with over 80% of our U.S. listed AUM covered by Morningstar in the top quartile of peer performance on the 3-year timeframe and over 65% of our U.S. listed AUM covered by Morningstar in the top two quartiles of peer performance on the 10-year timeframe.
This includes the launch of the WisdomTree Europe Defence UCITS ETF which accumulated $3.9 billion of AUM by December 31, 2025. · We achieved strong product performance, with over 74% of our U.S. listed AUM covered by Morningstar in the top two quartiles of peer performance on the 15-year timeframe and over 68% of our U.S. listed AUM covered by Morningstar in the top two quartiles of peer performance on the 5-year timeframe.
Factors that May Impact our Future Financial Results Our AUM is well diversified across the commodity, U.S. equity, international developed markets and emerging markets sectors. As a result, our operating results are particularly exposed to investor sentiment toward investing in these products’ strategies and our ability to maintain AUM of these products, as well as the performance of these products.
As a result, our operating results are particularly exposed to investor sentiment toward investing in these products’ strategies and our ability to maintain AUM of these products, as well as the performance of these products. Our revenues are also highly correlated to the level and relative mix of our AUM, as well as the fee rate associated with our products.
Critical Accounting Policies and Estimates 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.
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.
Equity Beginning of period assets $ 34,643 $ 31,834 $ 31,670 $ 29,156 $ 25,643 $ 26,001 $ 24,534 $ 24,112 Inflows/(outflows) 1,099 328 221 536 487 864 414 (149 ) Market (depreciation)/appreciation (328 ) 2,481 (57 ) 1,978 3,026 (1,222 ) 1,053 571 End of period assets $ 35,414 $ 34,643 $ 31,834 $ 31,670 $ 29,156 $ 25,643 $ 26,001 $ 24,534 Average assets during the period $ 35,714 $ 33,175 $ 31,339 $ 30,154 $ 26,928 $ 26,501 $ 24,732 $ 24,725 Commodity & Currency Beginning of period assets $ 23,034 $ 21,987 $ 21,944 $ 21,336 $ 20,466 $ 22,384 $ 24,924 $ 22,097 (Outflows)/inflows (440 ) (741 ) (1,499 ) (460 ) (449 ) (1,815 ) (1,513 ) 2,003 Market (depreciation)/appreciation (688 ) 1,788 1,542 1,068 1,319 (103 ) (1,027 ) 824 End of period assets $ 21,906 $ 23,034 $ 21,987 $ 21,944 $ 21,336 $ 20,466 $ 22,384 $ 24,924 Average assets during the period $ 22,989 $ 22,016 $ 22,437 $ 20,837 $ 21,254 $ 22,278 $ 24,033 $ 23,807 Fixed Income Beginning of period assets $ 20,767 $ 21,430 $ 21,218 $ 21,197 $ 21,797 $ 20,215 $ 18,708 $ 15,273 (Outflows)/inflows (387 ) (897 ) 236 (14 ) (715 ) 1,670 1,471 3,513 Market (depreciation)/appreciation (337 ) 234 (24 ) 35 115 (88 ) 36 (78 ) End of period assets $ 20,043 $ 20,767 $ 21,430 $ 21,218 $ 21,197 $ 21,797 $ 20,215 $ 18,708 Average assets during the period $ 20,398 $ 21,135 $ 21,277 $ 21,082 $ 21,889 $ 20,965 $ 19,185 $ 17,176 International Developed Market Equity Beginning of period assets $ 18,075 $ 19,385 $ 18,103 $ 15,103 $ 13,902 $ 13,423 $ 11,433 $ 10,195 Inflows/(outflows) 63 (1,391 ) 1,253 1,597 9 799 1,594 450 Market (depreciation)/appreciation (536 ) 81 29 1,403 1,192 (320 ) 396 788 End of period assets $ 17,602 $ 18,075 $ 19,385 $ 18,103 $ 15,103 $ 13,902 $ 13,423 $ 11,433 Average assets during the period $ 17,716 $ 18,636 $ 18,809 $ 16,691 $ 14,267 $ 13,873 $ 12,276 $ 10,879 59 Table of Contents Q4/24 Q3/24 Q2/24 Q1/24 Q4/23 Q3/23 Q2/23 Q1/23 Emerging Market Equity Beginning of period assets $ 12,452 $ 11,875 $ 11,189 $ 10,726 $ 9,569 $ 9,191 $ 8,811 $ 8,116 (Outflows)/inflows (908 ) (20 ) 57 217 412 451 329 486 Market (depreciation)/appreciation (1,076 ) 597 629 246 745 (73 ) 51 209 End of period assets $ 10,468 $ 12,452 $ 11,875 $ 11,189 $ 10,726 $ 9,569 $ 9,191 $ 8,811 Average assets during the period $ 11,407 $ 12,083 $ 11,448 $ 10,900 $ 9,833 $ 9,652 $ 8,998 $ 8,666 Leveraged & Inverse Beginning of period assets $ 2,082 $ 1,922 $ 1,828 $ 1,815 $ 1,781 $ 1,864 $ 1,785 $ 1,754 (Outflows)/inflows (69 ) 71 (18 ) (50 ) (59 ) (1 ) 12 43 Market (depreciation)/appreciation (89 ) 89 112 63 93 (82 ) 67 (12 ) End of period assets $ 1,924 $ 2,082 $ 1,922 $ 1,828 $ 1,815 $ 1,781 $ 1,864 $ 1,785 Average assets during the period $ 2,032 $ 1,962 $ 1,905 $ 1,792 $ 1,803 $ 1,894 $ 1,798 $ 1,757 Cryptocurrency Beginning of period assets $ 1,054 $ 838 $ 874 $ 414 $ 243 $ 248 $ 239 $ 136 Inflows/(outflows) 315 201 75 158 28 10 (1 ) 13 Market appreciation/(depreciation) 543 15 (111 ) 302 143 (15 ) 10 90 End of period assets $ 1,912 $ 1,054 $ 838 $ 874 $ 414 $ 243 $ 248 $ 239 Average assets during the period $ 1,599 $ 917 $ 856 $ 614 $ 325 $ 238 $ 236 $ 190 Alternatives Beginning of period assets $ 470 $ 415 $ 404 $ 377 $ 334 $ 340 $ 306 $ 310 Inflows/(outflows) 46 54 15 4 32 5 22 (18 ) Market (depreciation)/appreciation (6 ) 1 (4 ) 23 11 (11 ) 12 14 End of period assets $ 510 $ 470 $ 415 $ 404 $ 377 $ 334 $ 340 $ 306 Average assets during the period $ 494 $ 445 $ 408 $ 391 $ 342 $ 342 $ 320 $ 308 Headcount 313 314 304 300 303 299 291 279 Note: Previously issued statistics may be restated due to fund closures and trade adjustments Source: WisdomTree 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.
Equity Beginning of period assets $ 40,977 $ 38,617 $ 35,628 $ 35,414 $ 34,643 $ 31,834 $ 31,670 $ 29,156 Add: Digital Assets—Jan. 1, 2025 — — — 9 — — — — Inflows 191 32 1,284 962 1,100 328 221 536 Market appreciation/(depreciation) 260 2,328 1,705 (757 ) (329 ) 2,481 (57 ) 1,978 End of period assets $ 41,428 $ 40,977 $ 38,617 $ 35,628 $ 35,414 $ 34,643 $ 31,834 $ 31,670 Average assets during the period $ 41,163 $ 40,024 $ 36,080 $ 36,281 $ 35,714 $ 33,175 $ 31,339 $ 30,154 Commodity & Currency Beginning of period assets $ 31,705 $ 26,696 $ 25,487 $ 21,906 $ 23,034 $ 21,987 $ 21,944 $ 21,336 Add: Digital Assets—Jan. 1, 2025 — — — 1 — — — — Inflows/(outflows) 177 1,096 (110 ) (159 ) (441 ) (741 ) (1,499 ) (460 ) Market appreciation/(depreciation) 5,098 3,913 1,319 3,739 (687 ) 1,788 1,542 1,068 End of period assets $ 36,980 $ 31,705 $ 26,696 $ 25,487 $ 21,906 $ 23,034 $ 21,987 $ 21,944 Average assets during the period $ 33,824 $ 28,162 $ 25,888 $ 23,993 $ 22,989 $ 22,016 $ 22,437 $ 20,837 International Developed Market Equity Beginning of period assets $ 23,893 $ 21,725 $ 18,178 $ 17,602 $ 18,075 $ 19,385 $ 18,103 $ 15,103 Inflows/(outflows) 1,146 477 1,649 474 63 (1,391 ) 1,253 1,597 Market appreciation/(depreciation) 577 1,691 1,898 102 (536 ) 81 29 1,403 End of period assets $ 25,616 $ 23,893 $ 21,725 $ 18,178 $ 17,602 $ 18,075 $ 19,385 $ 18,103 Average assets during the period $ 24,708 $ 22,481 $ 19,577 $ 18,275 $ 17,716 $ 18,636 $ 18,809 $ 16,691 63 Table of Contents Q4/25 Q3/25 Q2/25 Q1/25 Q4/24 Q3/24 Q2/24 Q1/24 Fixed Income Beginning of period assets $ 22,509 $ 22,543 $ 22,230 $ 20,043 $ 20,767 $ 21,430 $ 21,218 $ 21,197 Add: Digital Assets—Jan. 1, 2025 — — — 21 — — — — (Outflows)/inflows (1,355 ) (58 ) 148 2,093 (387 ) (897 ) 236 (14 ) Market (depreciation)/appreciation (80 ) 24 165 73 (337 ) 234 (24 ) 35 End of period assets $ 21,074 $ 22,509 $ 22,543 $ 22,230 $ 20,043 $ 20,767 $ 21,430 $ 21,218 Average assets during the period $ 21,422 $ 23,128 $ 22,526 $ 21,464 $ 20,398 $ 21,135 $ 21,277 $ 21,082 Emerging Market Equity Beginning of period assets $ 10,855 $ 10,957 $ 9,985 $ 10,468 $ 12,452 $ 11,875 $ 11,189 $ 10,726 (Outflows)/inflows (508 ) (250 ) 28 (445 ) (908 ) (20 ) 57 217 Market appreciation/(depreciation) 296 148 944 (38 ) (1,076 ) 597 629 246 End of period assets $ 10,643 $ 10,855 $ 10,957 $ 9,985 $ 10,468 $ 12,452 $ 11,875 $ 11,189 Average assets during the period $ 10,839 $ 10,874 $ 10,295 $ 10,072 $ 11,407 12,083 $ 11,448 $ 10,900 Leveraged & Inverse Beginning of period assets $ 2,913 $ 2,631 $ 2,133 $ 1,924 $ 2,082 $ 1,922 $ 1,828 $ 1,815 (Outflows)/inflows (15 ) (52 ) 141 116 (69 ) 71 (18 ) (50 ) Market appreciation/(depreciation) 377 334 357 93 (89 ) 89 112 63 End of period assets $ 3,275 $ 2,913 $ 2,631 $ 2,133 $ 1,924 $ 2,082 $ 1,922 $ 1,828 Average assets during the period $ 3,097 $ 2,750 $ 2,354 $ 2,083 $ 2,032 $ 1,962 $ 1,905 $ 1,792 Cryptocurrency Beginning of period assets $ 3,168 $ 2,087 $ 1,553 $ 1,912 $ 1,054 $ 838 $ 874 $ 414 Add: Digital Assets—Jan. 1, 2025 — — — 1 — — — — (Outflows)/inflows (117 ) 764 198 (89 ) 315 201 75 158 Market (depreciation)/appreciation (809 ) 317 336 (271 ) 543 15 (111 ) 302 End of period assets $ 2,242 $ 3,168 $ 2,087 $ 1,553 $ 1,912 $ 1,054 $ 838 $ 874 Average assets during the period $ 2,550 $ 2,412 $ 1,800 $ 1,900 $ 1,599 $ 917 $ 856 $ 614 Alternatives Beginning of period assets $ 1,155 $ 814 $ 593 $ 510 $ 470 $ 415 $ 404 $ 377 Inflows 161 231 191 100 46 54 15 4 Market appreciation/(depreciation) 61 110 30 (17 ) (6 ) 1 (4 ) 23 End of period assets $ 1,377 $ 1,155 $ 814 $ 593 $ 510 $ 470 $ 415 $ 404 Average assets during the period $ 1,267 $ 929 $ 665 $ 554 $ 494 $ 445 $ 408 $ 391 Headcount 360 338 321 315 313 314 304 300 _____________________________ (1) Includes 17 digital assets products, which were launched prior to January 1, 2025.
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 .
We test goodwill for impairment at the reporting unit level and have determined that we have a single reporting unit, consistent with our single operating segment. Goodwill is assessed for impairment annually on November 30 th .
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Selected Operating and Financial Information Year Ended December 31, Percent 2023 2022 Change Change AUM (in millions) Average AUM $ 92,867 $ 76,969 $ 15,898 20.7% Operating Revenues (in thousands) Advisory fees $ 333,227 $ 293,632 $ 39,595 13.5% Other revenues 15,808 7,713 8,095 105.0% Total revenues $ 349,035 $ 301,345 $ 47,690 15.8% Operating Revenues Advisory fees Advisory fee revenues increased 13.5% from $293.6 million during the year ended December 31, 2022 to $333.2 million during the year ended December 31, 2023 as higher average AUM was partially offset by a decline in our average advisory fee.
These items were partly offset by a lower tax rate on foreign earnings. 56 Table of Contents Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Selected Operating and Financial Information Year Ended December 31, Percent 2024 2023 Change Change AUM (in millions) Average AUM $ 108,415 $ 92,867 $ 15,548 16.7% Operating Revenues (in thousands) Advisory fees $ 395,362 $ 333,227 $ 62,135 18.6% Other revenues 32,375 15,808 16,567 104.8% Total revenues $ 427,737 $ 349,035 $ 78,702 22.5% Operating Revenues Advisory fees Advisory fee revenues increased 18.6% from $333.2 million during the year ended December 31, 2023 to $395.4 million during the year ended December 31, 2024 due to higher average AUM.
We may settle and/or refinance these obligations when due See the section titled “Issuance of Convertible Notes” above for additional information. Deferred Consideration–Gold Payments On May 10, 2023, we entered into and closed on a Sale, Purchase and Assignment Deed to terminate our obligations relating to the contractual gold payments.
This compensation will be recognized over the service period with an equal and offsetting receivable from the sellers. 69 Table of Contents Deferred Consideration–Gold Payments On May 10, 2023, we entered into and closed on a Sale, Purchase and Assignment Deed to terminate our obligations relating to the contractual gold payments.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeUnder these agreements, the advisory fee we receive is based on the average market value of the assets in the WisdomTree ETP portfolios we manage.
Biggest changeUnder these agreements, the advisory fee we receive is based on the average market value of the assets in the WisdomTree ETP portfolios we manage and, in the case of other managed investment vehicles, on investors’ capital account balances, which are influenced by the value of the underlying farmland assets.
During the years ended December 31, 2023 and 2024, we recognized losses on these financial instruments of $0.5 million and $4.9 million, respectively, and any losses recognized in the future may be material to our operating results. We do not anticipate that changes in interest rates will have a material impact on our financial condition or cash flows.
During the years ended December 31, 2024 and 2025, we recognized losses on these financial instruments of $4.9 million and $2.0 million, respectively, and any losses recognized in the future may be material to our operating results. We do not anticipate that changes in interest rates will have a material impact on our financial condition or cash flows.
In addition, our Convertible Notes bear interest at fixed rates of 3.25% for the 2026 Notes and the 2029 Notes and 5.75% for the 2028 Notes, respectively. Therefore, we have no direct financial statement risk associated with changes in interest rates.
In addition, our Convertible Notes bear interest at fixed rates of 3.25% for the 2026 Notes and the 2029 Notes and 4.625% for the 2030 Notes, respectively. Therefore, we have no direct financial statement risk associated with changes in interest rates.
Accordingly, changes in any one or a combination of these factors may reduce the value of investment securities and, in turn, the underlying AUM on which our revenues are earned.
Accordingly, changes in any one or a combination of these factors may reduce the value of investment securities or real assets and, in turn, the underlying AUM or investors’ capital account balances on which our revenues are earned.
Interest Rate Risk We invest our corporate cash in short-term interest earning assets, primarily in federal agency debt instruments, WisdomTree fixed income ETFs, U.S. treasuries, corporate bonds, money market instruments at a commercial bank and other financial instruments which totaled $109.2 million and $134.0 million as of December 31, 2023 and 2024, respectively.
We believe challenging and volatile market conditions will continue to be present in the foreseeable future. 71 Table of Contents Interest Rate Risk We invest our corporate cash in short-term interest earning assets, primarily in federal agency debt instruments, WisdomTree fixed income ETFs, U.S. treasuries, corporate bonds, money market instruments at a commercial bank and other financial instruments which totaled $134.0 million and $268.2 million as of December 31, 2024 and 2025, respectively.
These declines may cause investors to withdraw funds from our ETPs in favor of investments that they perceive as offering greater opportunity or lower risk, thereby compounding the impact on our revenues. We believe challenging and volatile market conditions will continue to be present in the foreseeable future.
These declines may cause investors to withdraw funds from our products in favor of investments that they perceive as offering greater opportunity or lower risk, thereby compounding the impact on our revenues.
Market Risk Market risk to us generally represents the risk of changes in the value of our ETPs that results from fluctuations in securities or commodity prices, foreign currency exchange rates against the U.S. dollar, and interest rates. Nearly all our revenues are derived from advisory agreements for the WisdomTree ETPs.
Market Risk Market risk to us generally represents the risk of changes in the value of our products that results from fluctuations in securities or commodity prices, the value of underlying real assets (including farmland), foreign currency exchange rates against the U.S. dollar, and interest rates.
Added
Nearly all our revenues are derived from advisory agreements for the WisdomTree ETPs and other managed investment vehicles, including those acquired through the Ceres Acquisition.
Added
With respect to farmland-focused investment products, changes in farmland values may be driven by factors such as agricultural commodity prices, farm income, interest rates, inflation expectations, land supply and demand dynamics, climate and weather conditions, and government agricultural and environmental policies.

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