WisdomTree, Inc.

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Risks Related to the Acquisition of Ceres Partners, LLC

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We have made certain assumptions relating to the Ceres Acquisition which may prove to be materially inaccurate, and we may fail to realize all of the anticipated benefits of the acquisition.

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We have made certain assumptions relating to the Ceres Acquisition, which may prove to be materially inaccurate. Our failure to identify, or understand the magnitude of, the problems, liabilities or other challenges associated with the Ceres Acquisition could result in incorrect expectations of future results and increased risk of unanticipated or unknown issues or liabilities. Our mitigation strategies for such risks that are identified may be ineffective. These assumptions relate to numerous matters, including:

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We cannot guarantee that we will achieve our goals or meet our expectations with respect to the Ceres Acquisition. The full benefits of the Ceres Acquisition, including the anticipated financial benefits and the synergies and growth opportunities, may not be realized as expected or may not be achieved within the anticipated timeframe, or at all. Such benefits may not be fully realized for various reasons, including, among others, changes in the assumptions described above.

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In addition, we caution you not to place undue reliance on our current expectations regarding the financial impact of the Ceres Acquisition because they are based solely on information provided to us by Ceres in the due diligence process and our internal estimates, which are based on numerous factors, including specifically identified financial benefits and growth avenues. Our experience integrating and operating Ceres may change our expectations with respect to the financial impact of the Ceres Acquisition. In addition, the financial impact of the Ceres Acquisition may differ from our expectations based on numerous other factors, including our failure to fully realize the expected financial benefits as described in the risk factors set forth in this Report. We can provide no assurance that the actual financial impact of the Ceres Acquisition will be consistent with our current expectations.

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If our assumptions are inaccurate or we are unable to meet our expectations (including our expectations regarding financial targets and growth rates), our business, financial performance and operating results could be materially and adversely affected. See “Cautionary Note Regarding Forward-Looking Statements” above.

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Completion of the Ceres Acquisition is subject to conditions, and if these conditions are not satisfied or waived, the Ceres Acquisition will not be completed.

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On July 31, 2025, we agreed to acquire Ceres pursuant to the Purchase Agreement. Completion of the Ceres Acquisition is subject to the satisfaction or waiver of a number of conditions in the Purchase Agreement. These conditions include, among others, obtaining regulatory approvals, required consents, and financing. In addition, completion of the Ceres Acquisition is conditioned upon (i) employment agreements with certain key employees of Ceres being in full force and effect, (ii) Ceres delivering executed consents from both Ceres, as general partner of Ceres Farms, LLC (“Ceres Farms”), and a majority of the investors in Ceres Farms, (iii) the Closing Revenue Run-Rate being no less than 85% of the Base Revenue Run-Rate (each as defined in the Purchase Agreement) and (iv) tail coverage for the insurance coverages currently in effect for the directors, managers and officers of the acquired companies being in full force and effect. Our obligation to consummate the Ceres Acquisition is further subject to the condition that, during the period between July 31, 2025 and the closing of the Ceres Acquisition, there has not been a Material Adverse Effect (as defined in the Purchase Agreement). The Purchase Agreement will terminate if the closing of the Ceres Acquisition has not occurred on or prior to December 31, 2025, subject to the parties agreeing to extend such date, as well as for material breaches not cured prior to December 31, 2025. If we terminate the Purchase Agreement, subject to certain other conditions, we will reimburse Ceres for its Eligible Expenses (as defined in the Purchase Agreement) subject to a $2.0 million cap.

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The failure to satisfy all of the required conditions in the Purchase Agreement could delay the completion of the Ceres Acquisition or prevent it from occurring. Any delay in completing the Ceres Acquisition could cause us not to realize some or all of the benefits that we expect to achieve if the Ceres Acquisition is successfully completed within the expected timeframe. There can be no assurance that the conditions to the closing of the Ceres Acquisition will be satisfied or waived or that the Ceres Acquisition will be completed, or as to whether the Ceres Acquisition will be completed on terms other than those set forth in the Purchase Agreement.

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Failure to complete the Ceres Acquisition could negatively affect the price of our common stock, as well as our future business and financial results.

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If the Ceres Acquisition is delayed or not completed, we may be adversely affected by, among other things, the failure to pursue other beneficial opportunities during the pendency of the Ceres Acquisition, the failure to obtain the anticipated benefits of completing the Ceres Acquisition, and the focus of our management on the Ceres Acquisition rather than on normal business operations or opportunities. We may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock. The manner in which industry contacts, business partners and other third parties perceive us may be negatively affected, which in turn could affect our marketing operations or our ability to compete more broadly.

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Additionally, even if the Ceres Acquisition is not completed, we will be responsible for certain transaction costs associated with the Ceres Acquisition including financial advisory, legal, accounting, consulting and other advisory fees and expenses. If we terminate the Purchase Agreement, subject to certain other conditions, we will reimburse Ceres for its Eligible Expenses (as defined in the Purchase Agreement) subject to a $2.0 million cap. Any of these factors, among others, could have a material impact on our business, prospects, financial condition and results of operations.

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We will incur direct and indirect costs as a result of the Ceres Acquisition.

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We have incurred and expect to continue to incur a number of non-recurring costs associated with negotiating and completing the Ceres Acquisition, combining the operations of our business and the Ceres business and achieving desired synergies. Anticipated forthcoming non-recurring expenses include professional fees to be incurred in connection with completing the Ceres Acquisition and costs associated with retaining the Ceres employees. While fees and costs to date have been modest, additional unforeseen expenses related to the Ceres Acquisition and the integration of the Ceres business may arise and could ultimately have a material impact on our results of operations.

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Completion of the Ceres Acquisition will mark our entry into the private asset markets, specifically farmland, and this may result in changes in our business. Our failure to integrate and manage Ceres successfully could materially and adversely affect our business, results of operations and financial condition.

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If the Ceres Acquisition is completed, we will face numerous risks, including, among others:

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We could be prevented from, or significantly delayed in, achieving our strategic goals if we are unable to successfully integrate Ceres. Integration may be more difficult, time-consuming or costly than expected. Our failure to integrate and manage Ceres successfully could materially and adversely affect our business, results of operations and financial condition.

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Risks Related to the Business of Ceres Partners, LLC

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Our acquisition of Ceres and entry into the private asset markets, specifically farmland, subject us to increased operational, regulatory, financial and other risks.

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If the Ceres Acquisition is completed, we will face increased operational, regulatory, financial, compliance and reputational risks. The expansion of our business also may place significant demands on our existing infrastructure and employees. The failure of our compliance and internal control systems to properly mitigate such additional risks, or of our operating infrastructure to support such expansion, could result in operational failures and regulatory fines or sanctions. If our products and operations experience any negative consequences, it may harm our reputation in the markets in which we operate.

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For example, upon the closing of the Ceres Acquisition, we will acquire Ceres, a registered investment adviser regulated by the SEC under the Investment Advisers Act of 1940, as amended, and Ceres Securities, LLC (“Ceres Securities”), a limited purpose broker-dealer registered with the SEC under the Securities Exchange Act of 1934, as amended, and a member of FINRA. The successful integration of Ceres and Ceres Securities into our existing compliance and internal control frameworks will require significant attention and resources. Any failure to do so in a timely and effective manner, or any failure by Ceres or Ceres Securities to maintain compliance with applicable legal and regulatory requirements, could subject Ceres and us to heightened regulatory scrutiny, including potential investigations or enforcement actions by the SEC or FINRA. Such actions could result in fines, censures, suspensions of personnel, or other sanctions, including the possible revocation of registration. These risks, if realized, could have a material adverse effect on our business, financial condition, and results of operations.

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We are entering the private asset markets for the first time and may not be successful.

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Acquiring Ceres, an alternative asset management firm specializing in farmland investments, will mark our entry into the private asset markets, specifically farmland. There is high competition in the private asset markets and real estate industry. There can be no assurance that we will be successful in the private assets market, that Ceres will be able to raise additional capital into Ceres’ funds, that Ceres will achieve its objectives and operate successfully, that we will have a suitable return on our investment in Ceres or that we will be able to recover the costs we have incurred in acquiring Ceres. Our management team currently does not have experience in private asset markets or farmland investments and will be largely dependent on the experience and performance of key employees of Ceres. Although we have entered into employment agreements with certain key employees of Ceres, which will become effective as of the closing of the Ceres Acquisition, there can be no assurance that such employees will continue their employment with us. Loss of key employees of Ceres could have a material adverse effect on our ability to implement our business strategy and to achieve our objectives with respect to the Ceres Acquisition.

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Ceres’ performance is subject to risks associated with investments in direct real estate-related assets.

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Ceres provides investment advisory services to, and manages, private funds, and a separate pooled investment vehicle that invests its assets in farmland real estate, Ceres Farms. Investments in direct real estate-related assets are subject to various risks, including without limitation: the cyclical nature of the real estate market and changes in national or local economic or market conditions; the financial condition of the buyers and sellers of properties; government regulation and increases in trade tariffs; changes in supply of, or demand for, properties in a geographic area; illiquidity of farmland investments; various forms of competition; fluctuations in lease rates; changes in interest rates and in the availability, cost and terms of financing; promulgation and enforcement of governmental regulations, including rules relating to zoning, land use and environmental protection; impact of third-party mineral rights ownership on properties; changes in real estate tax rates, energy prices and other operating expenses; changes in applicable laws and increased governmental regulation; and various uninsured or uninsurable risks and losses.

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Ceres is subject to concentration risks arising from its concentration in real estate. Given the cyclical nature of the real estate market, changes in national or local economic or market conditions could have an adverse effect on Ceres. In addition, changes in the financial condition of tenants, buyers and sellers of property, competition, fluctuations in lease rates, the length of leases, and in the availability of financing will have a significant impact on Ceres’ performance. The geographic concentration of Ceres Farms’ properties in the U.S. Midwest makes its operations more vulnerable to local economic downturns and adverse farm-specific risks, such as adverse weather events, changes in the local climate, access to water and plant disease, than those of larger, more diversified companies.

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Ceres Farms pays real estate taxes on its properties and such taxes may increase. Ceres Farms acquires real properties primarily by borrowing new funds secured by a mortgage on the purchased real estate, and incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a property may result in lenders initiating foreclosure.

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Ceres’ business is dependent in part upon the profitability of Ceres Farms’ tenants’ farming operations, and a sustained downturn in the profitability of their farming operations could have a material adverse effect on the amount of rent Ceres Farms can collect and, consequently, its cash flow and net profits, and Ceres’ results of operations.

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Ceres Farms depends on its tenants to operate the farms it owns in a manner that generates revenues sufficient to allow them to meet their obligations to Ceres Farms, including their obligations to pay rent, maintain certain insurance coverage and maintain the properties generally. The ability of Ceres Farms’ tenants to fulfill their obligations under their leases depends, in part, upon the overall profitability of their farming operations, which could be adversely impacted by, among other things, adverse weather conditions, crop prices, crop disease, pests and unfavorable or uncertain political, economic, business, trade or regulatory conditions. Ceres is susceptible to any decline in the profitability of Ceres Farms’ tenants’ farming operations, to the extent that it would impact the tenants’ abilities to pay rents. In addition, many farms are dependent on a limited number of key individuals whose injury or death may affect the successful operation of the farm. We can provide no assurances that, if a tenant defaults on its obligations to Ceres Farms under a lease, Ceres Farms will be able to lease or re-lease that farm on economically favorable terms in a timely manner, or at all. In addition, Ceres Farms may experience delays in enforcing its rights as landlord and may incur substantial costs in protecting its investment. As a result, any downturn in the profitability of the farming operations of Ceres Farms’ tenants, or a downturn in the farming industry as a whole, could have a material adverse effect on Ceres’ business, results of operations and financial condition.

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Ceres Farms’ revenues is subject to risks associated with growing crops and the performance of the agricultural industry.

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Ceres Farms’ investment strategy is to acquire and manage farmland which may also include directly managing the operations of these farms. Ceres Farms’ properties grow corn, soybeans, wheat and other primary crops, and specialty crops including seed corn and vegetables. As these crops are commodities, they are subject to wide fluctuations in price. If the value of these crops declines, it could negatively impact the level of rent that Ceres Farms can charge to tenant farmers and cause Ceres Farms to operate at a loss. In circumstances where Ceres Farms’ revenue from a farm is based on a share of crop production, in addition to risks associated with commodity price fluctuations, adverse weather conditions such as flooding or drought, or pest or plant disease problems could damage or destroy the crops and may cause Ceres Farms to operate unprofitably. The value of and revenues from farmland in which Ceres Farms invests will be largely dependent on the performance of the agricultural industry, which is historically cyclical. Crop yields can be affected by numerous factors beyond the control of Ceres Farms, including reductions in the market prices for the farmers’ products, adverse weather and growing conditions, pest and disease problems, and new government regulations regarding farming and the marketing of agricultural products.

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Adverse changes in government policies and regulations related to farming could affect the prices of crops and the profitability of farming operations, which could materially and adversely affect the value of Ceres Farms’ properties and its results of operations.

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There are a number of government policies and programs that directly or indirectly affect the profitability of farm operators. These include marketing, export, renewable fuel and insurance policies and programs. Government policies and regulations affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives, and import and export restrictions on agricultural commodities and commodity products, can influence the planting of certain crops, the location and size of crop production, whether unprocessed or processed commodity products are traded, the volume and types of imports and exports, the availability and competitiveness of feedstocks as raw materials, and industry profitability. Government policies and regulations may adversely affect the supply of, demand for, and prices of agricultural products. In addition, international trade disputes can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions. Significant changes to or the elimination of programs and policies could adversely affect crop prices and the profitability of farming operations, including farms owned by Ceres Farms, and adversely affect its business, results of operations and financial condition.

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On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, enacting changes to U.S. agricultural policy, including updates to commodity support programs, crop insurance and trade promotion funding. The legislation poses risks to Ceres’ business. The OBBBA raises statutory reference prices for major commodities, including corn and soybeans, with further annual escalations beginning in 2031. These changes may incentivize increased domestic production, potentially leading to oversupply and downward pressure on market prices, particularly if global demand does not rise proportionately. The OBBBA allocates $2.2 billion toward agricultural trade promotion, which may be deemed a subsidy by international trading partners, potentially triggering retaliatory measures or disputes under World Trade Organization rules and restricting market access for U.S. corn and soybean exports. Delays or inconsistencies by federal agencies in administering new reference prices, crop insurance enhancements, or trade programs could create uncertainty for the agricultural industry. In addition, certain tax provisions of the OBBBA may adversely impact Ceres Farms’ tenant farmers who own small farms.

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Federal, state and county governments have implemented laws and regulations in connection with farming operations, including those relating to taxes, trade, environmental, labor, immigration and food safety, among others. For example, labor and immigration regulations seek to provide for minimum wages and minimum and maximum work hours, as well as to restrict the hiring of illegal immigrants. If one of Ceres Farms’ tenants is accused of violating, or found to have violated such regulations, it could have a material adverse effect on the tenant’s operating results, which could adversely affect its ability to make its rental payments to Ceres Farms. Increased enforcement of federal immigration policy could adversely affect the overall farming labor market, which could result in upward pressure on wages for farm labor and adversely affect Ceres Farms’ tenants’ profitability and ability to pay rent. In addition, certain states, including Iowa, Minnesota, Wisconsin, Missouri and Kansas, in which a substantial amount of primary crop farmland is located, have laws that prohibit or restrict, to varying degrees, the ownership of agricultural land by corporations or business entities similar to Ceres Farms. Additional states may, in the future, pass similar or more restrictive laws, and Ceres Farms may not be legally permitted, or it may become overly burdensome or expensive, to acquire farms in these states, which could impede the growth of Ceres Farms’ portfolio and its ability to diversify geographically in states that might otherwise offer compelling investment opportunities.

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Potential liability for environmental matters could materially and adversely affect Ceres’ business, results of operations and financial condition.

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Ceres is subject to the risk of liability under federal, state and local environmental laws applicable to agricultural properties, including those related to wetlands, groundwater and water runoff. Some of these laws could subject Ceres to responsibility and liability for: the cost of removal or remediation of hazardous substances released on its properties, generally without regard to Ceres’ knowledge of or responsibility for the presence of the contaminants; the costs of investigation, removal or remediation of hazardous substances or chemical releases at disposal facilities for persons who arrange for the disposal or treatment of these substances; and claims by third parties for damages resulting from environmental contaminants. Ceres’ costs of investigation, remediation or removal of hazardous substances may be substantial. In addition, the presence of hazardous substances on one of Ceres’ properties, or the failure to properly remediate a contaminated property, could adversely affect Ceres’ ability to sell or lease the property or to borrow using the property as collateral. Ceres may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from a property. Additionally, Ceres could become subject to new, stricter environmental regulations, which could diminish the utility of its properties and have a material adverse impact on its business, results of operations and financial condition. The potential of finding endangered species on or near Ceres Farms’ properties could restrict certain activities on its properties under federal, state and local laws and regulations intended to protect threatened or endangered species.

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The failure of Ceres Farmland, LLC to maintain qualification as a REIT for U.S. federal income tax purposes would subject it to U.S. federal income tax on taxable income at regular corporate rates, which could adversely impact its business, results of operations and financial condition.

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Ceres Farmland, LLC, a subsidiary of Ceres Farmland Holdings, LP, has elected to be taxed as a REIT for U.S. federal income tax purposes. To maintain qualification as a real estate investment trust (“REIT”), Ceres Farmland, LLC must meet various requirements set forth in the Internal Revenue Code of 1986, as amended (the “Code”) concerning, among other things, the ownership of its outstanding interests, the nature of its assets, the sources of its income and the amount of its distributions. There can be no assurance that Ceres Farmland, LLC will remain qualified as a REIT. We believe that the current organization and method of operation will enable Ceres Farmland, LLC to continue to qualify as a REIT. However, at any time, new laws, interpretations or court decisions may change the U.S. federal tax laws relating to, or the U.S. federal income tax consequences of, qualification as a REIT. Ceres Farmland, LLC’s Board of Directors may at any time, in its sole discretion, determine that it is no longer in Ceres Farmland, LLC’s best interest to qualify as a REIT. Failure of Ceres Farmland, LLC in any taxable year to qualify as a REIT will, among other things, subject Ceres Farmland, LLC’s taxable income to tax at regular corporate rates and distributions to members of Ceres Farmland, LLC in any non-qualifying years will not be deductible by Ceres Farmland, LLC. If Ceres Farmland, LLC’s status as a REIT is terminated or revoked, it may not be eligible to elect REIT status again prior to the fifth taxable year following the year in which it fails to qualify under the Code as a REIT unless certain relief provisions apply. The requirements for qualification as a REIT are extremely complex, and Ceres Farmland, LLC’s compliance with such requirements may depend on factors that are outside of its control or upon the resolution of legal issues for which guidance is lacking. Losing its REIT status would reduce its net earnings available for investment or distribution because of the additional tax liability, which could substantially reduce its ability to pay performance fees to Ceres. Even if Ceres Farmland, LLC qualifies as a REIT, it may be subject to federal income tax in certain circumstances. In addition, any taxable REIT subsidiary of Ceres Farmland, LLC will be subject to federal, state and local income taxes at the applicable corporate rates. To remain qualified as a REIT and to avoid the payment of U.S. federal income and excise taxes, Ceres Farmland, LLC may be forced to borrow funds, use proceeds from the issuance of securities, pay taxable dividends of stock or debt securities or sell assets to make distributions, which may result in Ceres Farmland, LLC distributing amounts that may otherwise be used for operations.

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Ceres may not be successful in pursuing new business opportunities, including in solar, artificial intelligence (“AI”) data infrastructure and water rights, which could adversely affect its financial performance and strategic objectives.