WisdomTree, Inc.

Since the acquisition date of May 1, 2026, Atlantic House contributed revenues of $5,913 and income before taxes of $2,003 to the Company's consolidated results of operations for the three and six months ended June 30, 2026.

Ceres

Summary

On July 31, 2025, the Company and WisdomTree Farmland Holdings, LLC (formerly WisdomTree Farmland Holdings, Inc.), a wholly-owned subsidiary of the Company (the “Purchaser”), entered into an Equity Purchase Agreement (the “Ceres Purchase Agreement”) with Ceres, the members of Ceres (together, the “Sellers”), and an individual acting as the Sellers’ representative, pursuant to which the Purchaser agreed to acquire from the Sellers all of the issued and outstanding equity interests of Ceres, subject to the terms and conditions set forth therein.

On October 1, 2025, the Purchaser completed the Ceres acquisition for aggregate consideration consisting of (i) $275,000 in cash payable at closing subject to customary post-closing adjustments, including adjustments to cash, indebtedness and working capital, and (ii) earnout consideration of up to $225,000, payable in 2030, contingent upon Ceres achieving a compound annual growth rate (“CAGR”) in revenue of 12% to 22% during the earnout measurement period of January 1, 2025 through December 31, 2029.

Purchase Price Allocation

The Ceres acquisition is accounted for under the acquisition method of accounting in accordance with ASC Topic 805,Business Combinations, which requires an allocation of the consideration paid by the Company to the identifiable assets and liabilities of Ceres based on the estimated fair values as of the closing date of the acquisition. An allocation of the consideration paid is presented below and includes the Company’s valuation of the fair value of tangible and intangible assets acquired and liabilities assumed.

The following table summarizes the allocation of the purchase price as of the acquisition date:

The Company incurred acquisition-related costs associated with the Ceres acquisition of $1,967 during the three and six months ended June 30, 2025, the nature of which included professional advisor fees.

Supplemental Unaudited Pro Forma Financial Information

The following table presents unaudited supplemental pro forma financial information of the Company as if the Atlantic House and Ceres acquisitions had occurred on January 1, 2025. The unaudited pro forma financial information was derived from the historical financial results of the Company, Atlantic House and Ceres for all periods presented and was adjusted to give effect to pro forma adjustments that are directly attributable to the Atlantic House and Ceres acquisitions, factually supportable and expected to have a continuing impact on the combined results following the acquisitions.

Significant adjustments reflected in the unaudited pro forma financial information include amortization expense associated with the acquired identifiable intangible assets, interest expense associated with acquisition financing, the elimination of nonrecurring acquisition-related costs directly attributable to the acquisitions, and the related income tax effects of the pro forma adjustments.

The unaudited supplemental pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the Atlantic House and Ceres acquisitions occurred on January 1, 2025, nor is it necessarily indicative of future operating results.

4. Cash, Cash Equivalents and Restricted Cash

Of the total cash, cash equivalents and restricted cash of $294,814 and $311,732 at June 30, 2026 and December 31, 2025, respectively, $291,230 and $294,158 were held at three financial institutions. At June 30, 2026 and December 31, 2025, cash equivalents were approximately $120,282 and $161,063, respectively.

Certain of the Company’s subsidiaries are required to maintain a minimum level of regulatory capital, generally satisfied by cash on hand, which was $48,112 and $38,861 at June 30, 2026 and December 31, 2025, respectively. Of these amounts, $11,917 and $11,700, at June 30, 2026 and December 31, 2025, respectively, was restricted cash, which is required to be maintained in a separate account with withdrawal and usage restrictions in compliance with regulatory obligations.

5. Fair Value Measurements

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

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

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

Level 3 – Instruments whose significant drivers are unobservable.

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

The tables below summarize the categorization of the Company’s assets and liabilities measured at fair value. During the three and six months ended June 30, 2026 and 2025, there were no transfers between Levels 2 and 3.

Recurring Fair Value Measurements – Methodology

Cash equivalents (Note 4) – These financial assets represent cash invested in highly liquid investments with original maturities of less than 90 days, certain digital assets that are readily convertible into known amounts of cash and subject to insignificant risk of changes in value (including USDC and USDW), as well as institutional money market funds that invest in short-term, high-quality U.S. Treasury and government agency securities and aim to maintain a stable $1.00 net asset value per share. These investments are valued at par, which approximates fair value, and are classified as Level 1 in the fair value hierarchy.

Financial instruments owned (Note 6) – Financial instruments owned are investments in ETFs, pass-through GSEs, equities and fixed income. ETFs and equities are generally traded in active, quoted and highly liquid markets and are therefore classified as Level 1 in the fair value hierarchy. Pricing of pass-through GSEs and fixed income includes consideration given to date of issuance, collateral characteristics and market assumptions related to yields, credit risk and timing of prepayments and may be classified as either Level 1 or Level 2.

Contingent consideration (Note 10) –This liability represents contingent consideration arising from the Ceres acquisition which is measured at fair value on a recurring basis and classified within Level 3 of the fair value hierarchy as the valuation incorporates significant unobservable inputs. Fair value is estimated using a Monte Carlo simulation model, which incorporates a range of potential revenue outcomes over the earnout measurement period and estimates the probability-weighted present value of expected future payments. Significant assumptions used in the valuation include compound annual growth rate (“CAGR”), revenue volatility and revenue discount rate.

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

These instruments consist of the following:

6. Financial instruments owned

These instruments consist of the following:

The Company recognized net trading gains on financial instruments owned that were still held at the reporting dates of $787 and $8, respectively, during the three and six months ended June 30, 2026, and $1,110 and $503, respectively, during the comparable periods in 2025, which were recorded in other gains, net, in the Consolidated Statements of Operations.

7. Investments

The following table sets forth the Company’s investments:

The Company owns approximately 7.3% (or 6.2% on a fully-diluted basis) of capital stock of Fnality International Limited (“Fnality”), a company incorporated in England and Wales and focused on creating a peer-to-peer digital wholesale settlement ecosystem comprised of a consortium of financial institutions, offering real time cross-border payments from a single pool of liquidity. The Company’s ownership interest is represented by 2,340,378 Series B-1 Preference Shares (“Fnality B-1 Shares”) and 3,029,294 Series C-1 Preference Shares (“Fnality C-1 Shares”). The Fnality B-1 Shares resulted from the conversion of the Company’s investment of £6,000 ($8,091) in convertible notes upon Fnality’s qualified equity financing which occurred in October 2023. The Fnality C-1 Shares resulted from (i) a new investment made by the Company in the amount of £10,000 ($13,553) as part of a qualified equity financing that occurred in September 2025, and (ii) the conversion of a previously outstanding convertible note issued by Fnality. The Fnality B-1 Shares and the Fnality C-1 Shares are convertible into ordinary shares at the option of the Company and contain various rights and protections. The Fnality B-1 Shares carry a 1.0x liquidation preference, while the Fnality C-1 Shares carry a 1.5 x liquidation preference, which may be reduced to 1.0 x upon the occurrence of certain conditions, such as receipt of specified regulatory approvals or a subsequent qualified equity financing.

This investment is accounted for under the measurement alternative prescribed in ASC 321, as it does not have a readily determinable fair value and is otherwise not subject to the equity method of accounting. The investment is assessed for impairment and similar observable transactions on a quarterly basis. Net unrealized gains/(losses) recognized on this investment were $15 and ($437), respectively, during the three and six months ended June 30, 2026 and $511 and $758, respectively, during the comparable periods in 2025, inclusive of changes in the British pound to U.S. dollar exchange rate.

The Company’s investment in Fnality Series B-1 Shares was re-measured to fair value upon the occurrence of the Fnality C-1 Shares qualified equity financing in September 2025. Fair value was determined using the backsolve method, a valuation approach that determines the value of shares for companies with complex capital structures based upon the price paid for shares recently issued. Fair value was allocated across the capital structure using the Black-Scholes option pricing model. The table below presents the inputs used in the backsolve valuation approach (classified as Level 3 in the fair value hierarchy):

There wasno impairment recognized on this investment during the three and six months ended June 30, 2026 and 2025 based upon a qualitative assessment.

Quorus Inc.

In June 2025, the Company made a $4,000 strategic minority investment in Quorus Inc. (“Quorus”), a technology-driven asset manager and registered investment adviser with platform capabilities for delivering customizable tax-efficient portfolio solutions. In consideration of its investment, the Company received 3,798,562 shares of Series Seed-1 Preferred Stock representing approximately 23.3% ownership of Quorus (or 20.0% on a fully diluted basis). The shares of Series Seed-1 Preferred Stock are convertible into common stock at the option of the Company and contain various rights and protections, including non-cumulative dividend rights that participate on an as-converted, pari passu basis with the common stock, only payable if and when declared by the board of directors of Quorus, and a 1.0 x non-participating liquidation preference that is senior to all other holders of capital stock of Quorus.

This investment is accounted for under the measurement alternative prescribed in ASC 321, as it does not have a readily determinable fair value and is otherwise not subject to the equity method of accounting. The investment is assessed for impairment and similar observable transactions on a quarterly basis. There was no impairment recognized on this investment during the three and six months ended June 30, 2026 based upon a qualitative assessment.

Other Investments

On October 30, 2025, the Company made a $2,500 preferred stock investment in a fintech company specializing in quantitative and AI-first investment strategies. This investment is accounted for under the measurement alternative prescribed in ASC 321, as it does not have a readily determinable fair value and is otherwise not subject to the equity method of accounting. The investment is assessed for impairment and similar observable transactions on a quarterly basis.

8. Fixed Assets, Net

The following table summarizes fixed assets:

9. Convertible Notes

The Company has the following convertible notes outstanding as of June 30, 2026:

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

In connection with the issuance of the 2031 Notes in March 2026, the Company exchanged $75,000 in aggregate principal amount of the 2026 Notes for 6,807,374 shares of common stock and $275,000 in aggregate principal amount of the 2029 Notes for $302,675 in cash and 4,192,620 shares of common stock. Additionally, in June 2026, the Company retired the remaining $75,000 in aggregate principal amount of the 2026 Notes and $51,897 in aggregate principal amount of the 2029 Notes for cash of $120,147 and $87,366, respectively. As a result of these transactions, the Company recognized the following:

As of June 30, 2026, the Company had an aggregate principal amount of $1,096,853 outstanding of the 2029 Notes, the 2030 Notes and the 2031 Notes (collectively, the “Convertible Notes”).

Key terms of the Convertible Notes are as follows:

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

The following table provides a summary of the Convertible Notes at June 30, 2026 and December 31, 2025:

Interest expense on the Convertible Notes was $14,610 and $25,398, respectively, during the three and six months ended June 30, 2026 and $5,022 and $10,008, respectively, during the comparable periods in 2025. Interest payable of $15,630 and $12,813 at June 30, 2026 and December 31, 2025, respectively, is included in accounts payable and other liabilities on the Consolidated Balance Sheets.

The fair value of the Convertible Notes (classified as Level 2 in the fair value hierarchy) at June 30, 2026 and December 31, 2025 was $1,285,987 and $1,082,570, respectively.

At June 30, 2026, the if-converted value of the 2029 Notes was $25,945 and the if-converted value of the 2030 Notes and the 2031 Notes did not exceed the principal amount. At December 31, 2025, the if-converted value of the 2026 Notes and the 2029 Notes was $165,625 and $355,799, respectively, and the if-converted value of the 2030 Notes did not exceed the principal amount.

10. Contingent Consideration

Pursuant to the Ceres Purchase Agreement, up to $225,000 of additional consideration is payable in 2030, contingent upon Ceres achieving a CAGR in revenue of 12% to 22% during the earnout measurement period of January 1, 2025 through December 31, 2029, as follows:

The Company has determined that the earnout should be classified as contingent consideration as (i) continuing employment is not a condition for payment (except as described below), (ii) non-employee sellers are entitled to similar payments based upon their relative ownership percentages and (iii) the payment formula described above is tied to the valuation of the acquired business. Under ASC 805, contingent consideration must be recognized at the acquisition date as part of the consideration transferred for the acquired business.

The fair value of the contingent consideration was $15,766 and $11,844 at June 30, 2026 and December 31, 2025, respectively. During the three and six months ended June 30, 2026, the Company recognized a loss on remeasurement of $1,360 and $3,922, respectively, which was recognized in the Consolidated Statements of Operations. The fair value measurement of the contingent consideration is classified within Level 3 of the fair value hierarchy due to the valuation incorporating significant unobservable inputs. The actual amount payable may differ from the assumptions used to estimate fair value, which could result in material changes to the amount ultimately paid.

The table below presents the inputs used in the remeasurement of contingent consideration:

In connection with the Ceres acquisition, the sellers established a retention bonus plan for certain Ceres employees pursuant to which the greater of $3,050 or 10% of any earnout consideration in excess of $50,000 will be forfeited by the sellers and paid to participating employees, contingent upon their continued employment through earnout payment date. Any amounts forfeited due to employee attrition revert to the sellers. This compensation will be recognized over the service period with an equal and offsetting receivable from the sellers. Accrued compensation totaled $529 at June 30, 2026.

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

On November 20, 2023, the Company repurchased all of its then-outstanding Series C Non-Voting Convertible Preferred Stock (the “Series C Preferred Stock”), which was convertible into 13,087,000 shares of the Company’s common stock, from GBH, a subsidiary of WGC, for aggregate cash consideration of approximately $84,411. Under the terms of the transaction, the Company paid GBH $40,000 on the closing date, with the remainder of the purchase price payable in equal, interest-free installments on the first, second and third anniversaries of the closing date. The implied price per share was $6.02 when considering the interest-free financing element of the transaction. The investor rights agreement that the Company and GBH entered into in May 2023 in connection with the issuance of the Series C Preferred Stock, which provided GBH with certain rights and obligations with respect to the shares, including registration rights, was terminated in this transaction.

Under U.S. GAAP, the obligation was recorded at its present value of $38,835 utilizing a market rate of interest on the closing date of 7.0% and the corresponding discount is being amortized as interest expense pursuant to the effective interest method of accounting over the life of the obligation. The carrying value of this obligation was $14,418 and $13,940 at June 30, 2026 and December 31, 2025, respectively.

Interest expense recognized was $242 and $477, respectively, during the three and six months ended June 30, 2026 and $468 and $923, respectively, during the comparable periods in 2025 and is included as a component of total interest expense recognized on the Statements of Operations.

12. Leases

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

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

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

The following table discloses future minimum lease payments at June 30, 2026 with respect to the Company’s operating lease liabilities:

The following table reconciles the future minimum lease payments (disclosed above) at June 30, 2026 to the operating lease liabilities recognized in the Company’s Consolidated Balance Sheets:

13. Contingencies

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

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

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

Since February 2022, all eight actions have been resolved in the Company’s favor, of which two have been appealed. Total damages sought by investors related to the remaining appealed claims were approximately €15,240 ($17,390) at June 30, 2026.

The Company continues to assess the appealed claims with its external counsel. The Company expects that losses, if any, arising from these claims will be covered under its insurance policies, less a $500 deductible. An accrual has not been made with respect to these matters at June 30, 2026 and December 31, 2025.

14. Variable Interest Entities

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

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

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

15. Revenues from Contracts with Customers

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

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

There are no contract assets or liabilities that arise in connection with the recognition of operating revenues. In addition, there are no costs incurred to obtain or fulfill the contracts with customers. See Note 16 for additional information regarding related party transactions.

Advisory Fees

A significant portion of the Company’s revenues from contracts with customers is derived primarily from investment advisory agreements with related parties (Note 16). These advisory fees are recognized over time, are earned from the Company’s ETPs and are calculated based on a percentage of the ETPs’ average daily net assets. There is no significant judgment in calculating amounts due which are invoiced monthly in arrears and are not subject to any potential reversal. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which the Company has a right to invoice.

Management Fees

Management fees are earned in exchange for Ceres providing investment advisory and other management services to the Ceres Funds. Management fees are generally calculated as a stated percentage of members’ capital account balances as of the last day of each calendar quarter, subject to adjustment for any contractual waivers as well as contributions and redemptions arising in any particular quarter. Management fees are recognized as revenue over time, as the performance obligation is satisfied.

Performance Fees

Performance fees represent variable consideration and are earned based on a specified percentage of the Ceres Funds’ net profits, subject to contractual fee waivers, high-water marks and loss recovery requirements. Performance fees are earned only after members have recovered prior losses and applicable thresholds have been met. Performance fee revenues are recognized when it is probable that a significant reversal of cumulative revenues recognized will not occur, which generally occurs upon the determination of fund profits that are no longer subject to claw back or reversal under the governing agreements.

Other Revenues

Other revenues include amounts earned from swap providers associated with certain of the Company’s European-listed ETPs, which are generally based on a percentage of the ETPs’ average daily net assets, and transaction-based income associated with flows into certain European-listed ETPs. Also included in other revenues are amounts the Company earns from Atlantic House’s managed models business, generally based on a percentage of assets under advisement, as well as structuring fees for bespoke investment solutions.

Revenue is recognized as the related services are performed. Asset-based fees are recognized over time, based on assets under advisement or net assets. Transaction-based revenues are recognized as the underlying transactions occur, while structuring fees are recognized upon issuance of the related structured product, at which point the Company’s performance obligation has been satisfied. Amounts are generally invoiced monthly or quarterly in arrears. The Company applies the practical expedient under the output method, recognizing revenue in the amount to which it has the right to invoice, as this corresponds directly with the value transferred to the client. There is no significant judgment in determining the transaction price, and the related revenues are not subject to significant reversal.

Geographic Distribution of Revenues

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

16. Related Party Transactions

Advisory Services

The Company’s advisory fee revenues are derived primarily from investment advisory agreements with related parties. Under these agreements, the Company has licensed to related parties the use of certain of its own indexes for the U.S. WisdomTree ETFs, WisdomTree Digital Funds and WisdomTree UCITS ETFs. The relevant boards of trustees or boards of directors (including certain officers of the Company) of each of the related parties are primarily responsible for overseeing the management and affairs of the entities for the benefit of their respective stakeholders and have contracted with the Company to provide for general management and administration services.

The Company is also responsible for certain expenses of some of its related parties, including the cost of transfer agency, custody, fund administration and accounting, legal, audit, and other non-distribution services, excluding extraordinary expenses, taxes and certain other expenses, which are included in fund management and administration in the Consolidated Statements of Operations. In exchange, the Company receives fees based on a percentage of the ETPs’ and the Digital Funds’ average daily net assets.

A majority of the independent members of the respective board of trustees or board of directors are required to initially and annually (after the first two years) approve the advisory agreements of the U.S. WisdomTree ETFs and the WisdomTree Digital Funds and these agreements may be terminated by such board of trustees or board of directors upon notice.

Ceres Services to the Ceres Funds

Ceres provides investment advisory and other management services to the Ceres Funds. In exchange for these services the Company earns management fees and performance fees as further disclosed in Note 15.

Accounts Receivable from Related Parties

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

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

Revenues Earned from Related Parties

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

Investments in WisdomTree Products

The Company has investments in certain WisdomTree products of $151,988 and $244,722 at June 30, 2026 and December 31, 2025, respectively. This includes $19,047 and $19,327, respectively, of seed investments in certain consolidated affiliated Digital Funds advised by WT Digital Management, referred to herein as “other assets–seed capital,” as well as $120,117 and $145,242, respectively, in the WisdomTree Treasury Money Market Digital Fund at June 30, 2026 and December 31, 2025.

Net unrealized and realized gains/(losses) related to trading WisdomTree products were $582 and ($150), respectively, during the three and six months ended June 30, 2026 and $1,290 and $785, respectively, during the comparable periods in 2025. Such gains and losses are recorded in other gains, net on the Consolidated Statements of Operations.

Employee Investments in Ceres Funds

Employees of the Company have invested in the Ceres Funds, for which management and performance fees are waived. Such waived fees were immaterial to the Company’s Consolidated Statements of Operations.

17. Stock-Based Awards

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

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

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

Stock-based compensation expense was $7,774 and $16,205, respectively, during the three and six months ended June 30, 2026 and $5,527 and $11,765, respectively, during the comparable periods in 2025.

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

A summary of stock-based compensation award activity (shares) during the three months ended June 30, 2026 is as follows:

18. Earnings Per Share

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

Diluted earnings per share presented above is calculated using the two-class method as this method results in the lowest diluted earnings per share amount for common stock. Total antidilutive non-participating common stock equivalents were 78 and 40, respectively, for the three and six months ended June 30, 2026 and 190 and 160, respectively, for the comparable periods in 2025 (shares herein are reported in thousands).

There were 3,581 and 7,133 potential common shares associated with the conversion options embedded in the Convertible Notes included in weighted average diluted shares for the three and six months ended June 30, 2026, respectively. There wereno potential common shares associated with the conversion options embedded in the Convertible Notes included in weighted average diluted shares for the three and six months ended June 30, 2025 as the Company’s average stock price was lower than the conversion price.

The following table reconciles weighted average diluted shares as reported on the Company’s Consolidated Statements of Operations for the three months and six months ended June 30, 2026 and 2025, which are determined pursuant to the treasury stock method, to the weighted average diluted shares used to calculate diluted earnings per share as disclosed in the table above:

19. Income Taxes

Effective Income Tax Rate – Three and Six Months Ended June 30, 2026

The Company’s effective income tax rate during the three months ended June 30, 2026 was 24.4%, resulting in income tax expense of $14,263. The effective income tax rate differs from the U.S. federal statutory rate of 21.0% primarily due to non-deductible amounts associated with the repurchase of convertible notes.

The Company’s effective income tax rate during the six months ended June 30, 2026 was 51.9%, resulting in income tax expense of $22,812. The effective income tax rate differs from the U.S. federal statutory rate of 21.0% primarily due to non-deductible amounts associated with the repurchase of convertible notes, partly offset by tax windfalls associated with the vesting of stock-based compensation awards and a lower tax rate on foreign earnings.

Effective Income Tax Rate – Three and Six Months Ended June 30, 2025

The Company’s effective income tax rate during the three months ended June 30, 2025 was 22.3%, resulting in income tax expense of $7,093. The effective income tax rate differs from the U.S. federal statutory tax rate of 21% primarily due to state and local income taxes, partly offset by a lower tax rate on foreign earnings.

The Company’s effective income tax rate during the six months ended June 30, 2025 was 20.6%, resulting in income tax expense of $12,832. The effective income tax rate differs from the U.S. federal statutory tax rate of 21% primarily due to tax windfalls associated with the vesting of stock-based compensation awards and a lower tax rate on foreign earnings. These items were partly offset by state and local income taxes.

Income Tax Payments

Disclosed below is a summary of income taxes paid by jurisdiction pursuant to the disclosure requirements of ASU 2023-09.

Deferred Tax Assets and Liabilities

A summary of the components of the Company’s deferred tax assets and liabilities are as follows:

Capital Losses – U.S.

The Company’s tax effected capital losses at June 30, 2026 were $5,398. These capital losses expire in 2028. The table below sets forth the aggregate changes in these capital losses:

Valuation Allowance

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

Income Tax Examinations

The Company is subject to U.S. federal income tax as well as income tax of multiple state, local and certain foreign jurisdictions. As of June 30, 2026, with few exceptions, the Company was no longer subject to income tax examinations by any taxing authority for the years before 2021.

Uncertain Tax Positions

There wereno unrecognized tax benefits at June 30, 2026 and December 31, 2025.

Undistributed Earnings of Foreign Subsidiaries

ASC 740-30, Income Taxes, provides guidance that U.S. companies do not need to recognize tax effects on foreign earnings that are indefinitely reinvested. The Company repatriates earnings of its foreign subsidiaries and therefore has recognized a deferred tax liability of $87 and $65 at June 30, 2026 and December 31, 2025, respectively.

20. Shares Repurchased

On October 27, 2025, the Company’s Board of Directors approved an increase of $190,038 to the Company’s share repurchase program, bringing the total authorization to $250,000, which expires on April 27, 2028. Repurchases, which will include purchases to offset future equity awards made under the Company’s equity plans, may be made from time to time in open market transactions, privately negotiated transactions, block trades or otherwise, in each case in accordance with applicable securities laws. The timing, manner, price and amount of any repurchases will be determined at the Company’s discretion and will depend on a variety of factors including stock price, general business and market conditions, and corporate and regulatory requirements, as well as other uses of capital and the Company’s liquidity position. The program does not obligate the Company to repurchase any particular amount of common stock and may be modified, suspended or discontinued at any time without prior notice. Shares repurchased under this program are returned to the status of authorized and unissued on the Company’s books and records.

Aggregate repurchases of common stock under this program were as follows:

Shares repurchased under this program were returned to the status of authorized and unissued on the Company’s books and records.

As of June 30, 2026, $199,110 remained under this program for future purchases.

21. Goodwill and Intangible Assets

Goodwill

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

Total goodwill recognized was $359,041, of which $215,459 is not deductible for tax purposes because the related acquisitions were structured as stock acquisitions. The remaining goodwill is deductible for U.S. federal income tax purposes.

Intangible Assets

The table below sets forth the Company’s intangible assets which are tested annually for impairment on November 30th:

ETFS acquisition (indefinite-lived)

In connection with the ETFS acquisition, which was completed on April 11, 2018, the Company identified intangible assets valued at $601,247 related to the right to manage AUM through customary advisory agreements. These intangible assets were determined to have indefinite useful lives and are not deductible for tax purposes.

Ceres acquisition (finite-lived)

In connection with the Ceres acquisition, which was completed on October 1, 2025, the Company identified intangible assets valued at $143,500 related to purchase price allocated to a customary advisory agreement ($135,000) and trade name ($8,500). These intangible assets were determined to have a finite life (estimated useful life of 25 years) and are deductible for tax purposes.

Atlantic House acquisition (finite-lived)

In connection with the Atlantic House acquisition, which was completed on May 1, 2026, the Company recognized the following intangible assets:

The Company recognized amortization expense on the identified intangible assets related to the above acquisitions of $2,612 and $4,047, respectively, during the three and six months ended June 30, 2026.

Software development (finite-lived)

Internally-developed software is amortized over a useful life of three years. The Company recognized amortization expense on internally-developed software of $634 and $1,182, respectively, during the three and six months ended June 30, 2026 and $544 and $983, respectively, during the comparable periods in 2025.

As of June 30, 2026, estimated future amortization expense for the unamortized finite-lived intangible assets for the next five years and thereafter is as follows:

22. Segment Information

The Company, through its subsidiaries in the U.S. and Europe, offers a diverse suite of ETPs, models and solutions, private market investments and digital asset-related products. The Company conducts business as a single operating segment as an ETP sponsor and asset manager, which is based upon the Company’s current organizational and management structure, as well as information used by the CODM to allocate resources and assess performance and other factors. The accounting policies of the segment are the same as those described in Note 2.

The key measures of segment profit or loss that the CODM uses to allocate resources and assess performance are the Company’s consolidated net income, as reported on the Consolidated Statements of Operations, as well as adjusted operating income and adjusted operating income margin, which are exclusive of items that are non-recurring or not core to the Company’s operating business.

The table below discloses these key measures and is inclusive of a reconciliation of the Company’s operating income and operating income margin as computed under U.S. GAAP to the Company’s Non-GAAP adjusted operating income and adjusted operating income margin utilized by the CODM:

Acquisition-related costs for the three and six months ended June 30, 2026 of $1,118 and $3,051, respectively, related to the Atlantic House acquisition, the nature of which included professional fees and stamp duty taxes. Acquisition-related costs for the three and six months ended June 30, 2025 include $1,967 of professional fees related to the Ceres acquisition.

All expense categories on the Consolidated Statements of Operations are significant and there are no other significant segment expenses that would require disclosure. Assets provided to the CODM are consistent with those reported on the Consolidated Balance Sheets with particular emphasis on the Company’s available liquidity, including its cash, cash equivalents and restricted cash, financial instruments owned, accounts receivable and securities held-to-maturity, reduced by current liabilities, seed capital and regulatory capital requirements.

There are no intra-entity sales or transfers and no significant expense categories regularly provided to the CODM beyond those disclosed in the Consolidated Statements of Operations. The CODM manages the business using consolidated expense information, adjusted for items that are non-recurring or not core to the Company’s operating business as disclosed in the table above, as well as regularly provided budgeted or forecasted expense information for thesingle operating segment.

Information related to the Company’s products and services and geographical distribution of revenues is disclosed in Note 15.

23. Subsequent Events

The Company evaluated subsequent events through the date of issuance of the consolidated financial statements. There were no events requiring disclosure.