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WisdomTree, Inc.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

WT$20.90+7.3%Stored close · as of Nov 9, 2026

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Item 1. FINANCIAL STATEMENTS

ITEM 1.FINANCIAL STATEMENTS

Consolidated Balance Sheets

(In Thousands, Except Per Share Amounts)

September 30, 2026December 31, 2025
Assets · (unaudited)
Current assets:
Cash, cash equivalents and restricted cash (including $129,187 and $145,242 invested in the WisdomTree Treasury Money Market Digital Fund at September 30, 2026 and December 31, 2025) (Note 4)$299,740$311,732
Financial instruments owned, at fair value (including $36,548 and $99,480 invested in WisdomTree products at September 30, 2026 and December 31, 2025, respectively) (Note 6)41,014107,117
Accounts receivable (including $60,483 and $55,432 due from related parties at September 30, 2026 and December 31, 2025, respectively)72,69664,452
Prepaid expenses11,3267,338
Other current assets2,3041,723
Total current assets427,080492,362
Fixed assets, net548431
Deferred tax assets, net (Note 19)—9,803
Investments (Note 7)31,74729,075
Right of use assets—operating leases (Note 12)2,3242,764
Goodwill (Note 21)360,495228,624
Intangible assets, net (Note 21)823,447748,957
Other noncurrent assets1,445925
Total assets$1,647,086$1,512,941
Liabilities and stockholders’ equity
Liabilities
Current liabilities:
Compensation and benefits payable$48,286$52,435
Fund management and administration payable31,76629,448
Payable to Gold Bullion Holdings (Jersey) Limited (“GBH”) (Note 11)14,66713,940
Income taxes payable3,8892,295
Operating lease liabilities (Note 12)1,7521,614
Convertible notes—current—149,604
Accounts payable and other liabilities20,21232,720
Total current liabilities120,572282,056
Convertible notes—long term (Note 9)1,058,716804,203
Contingent consideration13,69711,844
Deferred tax liabilities, net (Note 19)7,776—
Operating lease liabilities (Note 12)5821,166
Total liabilities1,201,3431,099,269
Contingencies (Note 13)
Stockholders’ equity
Preferred stock, par value $0.01; 2,000 shares authorized——
Common stock, par value $0.01; 400,000 shares authorized; issued and outstanding: 151,154 and 140,713 at September 30, 2026 and December 31, 2025, respectively1,5121,407
Additional paid-in capital168,751189,244
Accumulated other comprehensive (loss)/income(2,527)2,227
Retained earnings278,007220,794
Total stockholders’ equity445,743413,672
Total liabilities and stockholders’ equity$1,647,086$1,512,941

Consolidated Statements of Operations

(In Thousands, Except Per Share Amounts)

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Operating Revenues:
Advisory fees$151,631$114,485$432,811$317,275
Management fees5,420—16,020—
Performance fees3,778—12,697—
Other revenues18,54611,13154,47729,044
Total revenues179,375125,616516,005346,319
Operating Expenses:
Compensation and benefits44,77033,791136,005100,406
Fund management and administration30,53222,35385,64164,319
Marketing and advertising5,4264,78816,85914,931
Sales and business development4,8203,94313,95512,312
Professional fees4,2633,50511,6699,464
Occupancy, communications and equipment2,6201,6016,7844,642
Depreciation and amortization4,0286159,5391,735
Third-party distribution fees5,3343,97716,53011,172
Acquisition-related costs—2,4093,0514,376
Other3,4602,98010,6898,514
Total operating expenses105,25379,962310,722231,871
Operating income74,12245,654205,283114,448
Other Income/(Expenses):
Interest expense(13,520)(8,466)(39,395)(19,397)
Interest income1,8414,0157,6368,002
Loss on repurchase of convertible notes (Note 9)—(13,011)(68,925)(13,011)
Remeasurement of contingent consideration (Note 10)2,069—(1,853)—
Other losses and gains, net(35)1,3255,6961,713
Income before income taxes64,47729,517108,44291,755
Income tax expense15,2619,81638,07322,648
Net income$49,216$19,701$70,369$69,107
Earnings per share—basic$0.33$0.14$0.49$0.48
Earnings per share—diluted$0.32$0.13$0.46$0.47
Weighted-average common shares—basic147,570139,584144,894141,736
Weighted-average common shares—diluted156,179150,675153,767146,360
Cash dividends declared per common share$0.03$0.03$0.09$0.09

Consolidated Statements of Comprehensive Income

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Net income$49,216$19,701$70,369$69,107
Other comprehensive income/(loss)
Foreign currency translation adjustment, net of income taxes100(1,105)(4,754)4,362
Other comprehensive income/(loss)100(1,105)(4,754)4,362
Comprehensive income$49,316$18,596$65,615$73,469

Consolidated Statements of Changes in Stockholders’ Equity

Common Stock · Additional · Accumulated Other
Shares IssuedPar ValuePaid-In CapitalComprehensive LossRetained EarningsTotal
Balance—July 1, 2026151,697$1,517$186,300$(2,627)$233,326$418,516
Restricted stock issued and vesting of restricted stock units, net(44)—————
Repurchase and maturity of convertible notes, net of income taxes (Note 9)——(14,434)——(14,434)
Shares repurchased(499)(5)(10,611)——(10,616)
Stock-based compensation——7,496——7,496
Other comprehensive income———100—100
Dividends————(4,535)(4,535)
Net income————49,21649,216
Balance—September 30, 2026151,154$1,512$168,751$(2,527)$278,007$445,743
Common Stock · Additional · Accumulated Other
Shares IssuedPar ValuePaid-In CapitalComprehensive IncomeRetained EarningsTotal
Balance—July 1, 2025147,061$1,471$269,344$3,860$170,412$445,087
Restricted stock issued and vesting of restricted stock units, net32—————
Shares repurchased(6,815)(68)(89,950)——(90,018)
Excise taxes – stock repurchases————(717)(717)
Stock-based compensation——4,880——4,880
Other comprehensive loss———(1,105)—(1,105)
Dividends————(4,410)(4,410)
Net income————19,70119,701
Balance—September 30, 2025140,278$1,403$184,274$2,755$184,986$373,418

Consolidated Statements of Changes in Stockholders’ Equity

Common Stock · Additional · Accumulated Other
Shares IssuedPar ValuePaid-In CapitalComprehensive Income/(Loss)Retained EarningsTotal
Balance—January 1, 2026140,713$1,407$189,244$2,227$220,794$413,672
Restricted stock issued and vesting of restricted stock units, net2,95130(30)———
Repurchase and maturity of convertible notes, net of income taxes (Note 9)——(130,973)——(130,973)
Shares issued in connection with the repurchase of convertible notes maturing in 2026 and 2029 (Note 9)11,000110148,280——148,390
Shares repurchased(3,510)(35)(61,471)——(61,506)
Stock-based compensation——23,701——23,701
Other comprehensive loss———(4,754)—(4,754)
Dividends————(13,156)(13,156)
Net income————70,36970,369
Balance—September 30, 2026151,154$1,512$168,751$(2,527)$278,007$445,743
Common Stock · Additional · Accumulated Other
Shares IssuedPar ValuePaid-In CapitalComprehensive (Loss)/IncomeRetained EarningsTotal
Balance—January 1, 2025146,102$1,461$270,303$(1,607)$129,823$399,980
Restricted stock issued and vesting of restricted stock units, net2,27323(23)———
Shares repurchased(8,097)(81)(102,651)——(102,732)
Excise taxes – stock repurchases————(717)(717)
Stock-based compensation——16,645——16,645
Other comprehensive income———4,362—4,362
Dividends————(13,227)(13,227)
Net income————69,10769,107
Balance—September 30, 2025140,278$1,403$184,274$2,755$184,986$373,418

Consolidated Statements of Cash Flows

Nine Months Ended September 30,
20262025
Cash flows from operating activities:
Net income$70,369$69,107
Adjustments to reconcile net income to net cash provided by operating activities:
Advisory and license fees paid in gold, other precious metals and cryptocurrency(69,127)(51,354)
Loss on repurchase of convertible notes68,92513,011
Stock-based compensation23,70116,645
Depreciation and amortization9,5391,735
Amortization of issuance costs—convertible notes3,5462,151
Gains on financial instruments owned, at fair value(2,015)(1,914)
Increase in fair value of contingent consideration1,853—
Deferred income taxes(1,512)2,628
Amortization of right of use asset1,4911,003
Imputed interest on payable to GBH7271,405
Losses on investments43549
Changes in operating assets and liabilities:
Accounts receivable(2,887)582
Income taxes payable1,294(40)
Prepaid expenses(2,917)(2,351)
Gold and other precious metals69,73349,686
Other assets(27)(482)
Fund management and administration payable2,614(749)
Compensation and benefits payable(8,412)(6,328)
Operating lease liabilities(1,480)(987)
Accounts payable and other liabilities(12,705)(540)
Net cash provided by operating activities153,14593,257
Cash flows from investing activities:
Cash paid—Atlantic House acquisition, net of cash acquired(197,488)—
Purchase of financial instruments owned, at fair value(20,512)(25,314)
Purchase of investments(3,107)(17,553)
Cash paid—software development(2,659)(2,015)
Purchase of fixed assets(252)(154)
Proceeds from the sale of financial instruments owned, at fair value87,2198,860
Net cash used in investing activities(136,799)(36,176)
Cash flows from financing activities:
Repurchase of convertible notes(542,545)(36,681)
Common stock repurchased(61,506)(102,732)
Dividends paid(13,451)(13,218)
Issuance costs—convertible notes(12,593)(11,064)
Proceeds from the issuance of convertible notes603,750475,000
Net cash (used in)/provided by financing activities(26,345)311,305
(Decrease)/increase in cash flow due to changes in foreign exchange rate(1,993)6,274
Net (decrease)/increase in cash, cash equivalents and restricted cash(11,992)374,660
Cash, cash equivalents and restricted cash—beginning of year311,732181,191
Cash, cash equivalents and restricted cash—end of period$299,740$555,851
Supplemental disclosure of cash flow information:
Cash paid for income taxes$35,060$19,999
Cash paid for interest$45,128$15,198

NON-CASH ACTIVITIES

On March 30, 2026, the Company issued 11,000 shares of common stock (together with cash consideration of $302,675) in connection with the repurchase of $75,000 in aggregate principal amount of 3.25% convertible senior notes due 2026 (the “2026 Notes”) and $275,000 in aggregate principal amount of 3.25% convertible senior notes due 2029 (the “2029 Notes”).

Notes to Consolidated Financial Statements

(In Thousands, Except Share and Per Share Amounts)

  1. Organization and Description of Business

WisdomTree, Inc., through its subsidiaries in the U.S. and Europe (collectively, “WisdomTree” or the “Company”), is a modern global asset manager with capabilities across public markets, private markets, tokenization and onchain finance. The Company offers a diverse suite of exchange-traded products (“ETPs”), models and solutions, private market investments and blockchain-enabled products and services, helping investors shape their financial future and financial professionals grow their businesses. Through WisdomTree Onchain™, the Company combines tokenized investment products, infrastructure and distribution capabilities into an integrated financial services platform serving retail and institutional investors. The Company has the following wholly-owned operating subsidiaries:

·WisdomTree Asset Management, Inc. is a New York based investment adviser registered with the SEC, providing investment advisory and other management services to the WisdomTree Trust (“WTT”) and WisdomTree exchange-traded funds (“ETFs”). The WisdomTree ETFs are issued in the U.S. by WTT. WTT is a non-consolidated Delaware statutory trust registered with the SEC as an open-end management investment company. The Company has licensed to WTT the use of certain of its own indexes on an exclusive basis for the WisdomTree ETFs in the U.S.
·WisdomTree Management Jersey Limited (“ManJer”) is a Jersey based management company providing management services to seven issuers (the “ManJer Issuers”) in respect of the ETPs issued and listed by the ManJer Issuers covering commodity, currency, cryptocurrency and leveraged-and-inverse strategies.
·WisdomTree Multi Asset Management Limited (“WTMAML”) is a Jersey based management company providing management services to WisdomTree Multi Asset Issuer PLC (“WMAI”) in respect of the ETPs issued by WMAI. WMAI is a non-consolidated public limited company domiciled in Ireland.
·WisdomTree Management Limited (“WML”) is an Ireland based management company providing management services to WisdomTree Issuer ICAV (“WTICAV”) in respect of the WisdomTree UCITS ETFs issued by WTICAV. WTICAV is a non-consolidated public limited company domiciled in Ireland.
·WisdomTree UK Limited (“WTUK”) is a U.K. based company registered with the Financial Conduct Authority currently providing distribution and support services to ManJer, WTMAML and WML.
·WisdomTree Europe Limited is a U.K. based company which is the legacy distributor of the WMAI ETPs and WisdomTree UCITS ETFs. These services are now provided directly by WTUK. WisdomTree Europe Limited is no longer regulated and does not provide any regulated services.
·WisdomTree Ireland Limited (“WT Ireland”) is an Ireland based company authorized by the Central Bank of Ireland providing distribution services to ManJer, WTMAML and WML.
·WisdomTree Digital Commodity Services, LLC is a New York based company that serves as the sponsor of the WisdomTree Bitcoin Fund, which is currently effective with the SEC. The WisdomTree Bitcoin Fund is an exchange-traded fund that issues common shares of beneficial interest and is listed on the Cboe BZX Exchange, Inc. The WisdomTree Bitcoin Fund provides exposure to the spot price of bitcoin.
·WisdomTree Digital Management, Inc. (“WT Digital Management”) is a New York based investment adviser registered with the SEC, providing investment advisory and other management services to the WisdomTree Digital Trust (“WTDT”) and WisdomTree Digital Funds. The WisdomTree Digital Funds are issued in the U.S. by WTDT. WTDT is a non-consolidated Delaware statutory trust registered with the SEC as an open-end management investment company. Each Digital Fund uses a blockchain-integrated recordkeeping system to maintain a record of its shares on one or more blockchains (e.g., Stellar or Ethereum), but does not directly or indirectly invest in any assets that rely on blockchain technology, such as cryptocurrencies.
·WisdomTree Digital Movement, Inc. (“WT Digital Movement”) is a New York based company operating as a money services business registered with the Financial Crimes Enforcement Network. WT Digital Movement has obtained state money transmitter licenses or the equivalent in all 50 states and the District of Columbia to operate a platform for the purchase, sale and exchange of tokenized assets, while also providing blockchain-native digital wallet services through WisdomTree Prime to facilitate such activity.
·WisdomTree Securities, Inc. is a New York based limited purpose broker-dealer (i.e., mutual fund retailer) registered with the SEC and a member of FINRA, facilitating transactions in WisdomTree Digital Funds and serving as the distributor for the WisdomTree Digital Funds. It is also authorized to sell shares of registered funds, including the WisdomTree Digital Funds, from its own inventory as principal.
·WisdomTree Transfers, Inc. is a New York based transfer agent registered with the SEC, providing transfer agency and registrar services for the Digital Funds. The transfer agent uses a blockchain-integrated recordkeeping system for the ownership of WisdomTree Digital Fund shares.
·WisdomTree Digital Trust Company, LLC is a New York based limited liability trust company that has been formed to operate as a limited purpose trust company under New York Banking Law and is licensed to engage in virtual currency business activity by the New York State Department of Financial Services.
·Ceres Partners, LLC (“Ceres”) is an Indiana based investment adviser registered with the SEC, providing investment advisory and other management services to Ceres Farms, LLC (“Ceres Fund I”) and Ceres Farms Fund II, LP (“Ceres Fund II” and together with Ceres Fund I, the “Ceres Funds”), open-ended investment funds whose objective is to generate an attractive total return through the acquisition and management of farmland primarily in the midwestern U.S.
·Ceres Securities, LLC is an Indiana based limited purpose broker-dealer registered with the SEC and a member of FINRA, that operates as a placement agent for the Ceres Funds, earning placement fees on sales of interests to investors it introduces.
·Atlantic House Group Limited and its wholly owned subsidiary, Atlantic House Investments Limited, are U.K. based companies authorized and regulated by the Financial Conduct Authority. They provide investment management services to Atlantic House UCITS ICAV, which was renamed effective September 1, 2026 to WisdomTree UCITS Funds ICAV (“WTUFICAV”) in respect of the funds issued by WTUFICAV and to WTICAV in respect of the funds issued by WTICAV and to other funds, model portfolio services and bespoke derivative brokerage services to professional clients and financial advisers.
·ASP Investment Management Limited is a U.K. based company that provides multi-asset model portfolios and fund solutions to U.K. financial advisers and wealth managers.

Acquisition of Atlantic House Holdings Limited

On March 13, 2026, the Company and WisdomTree International Holdings Ltd, a wholly-owned subsidiary of the Company (the “AH Purchaser”), entered into a Sale and Purchase Agreement (“Atlantic House Purchase Agreement”) with Atlantic House Holdings Limited (“Atlantic House”), the shareholders of Atlantic House (collectively, the “AH Sellers”), the EBT Trustee and the Individual Guarantor (each as defined therein), pursuant to which the AH Purchaser agreed to acquire from the AH Sellers all of the issued and outstanding share capital of Atlantic House, subject to the terms and conditions set forth therein.

On May 1, 2026, the AH Purchaser completed the Atlantic House acquisition for aggregate consideration consisting of £150,000 (approximately $200,000) in cash payable at closing, subject to customary post-closing adjustments, including adjustments to cash, indebtedness and working capital. See Note 3 for additional information.

  1. Significant Accounting Policies

Basis of Presentation

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

The financial results of Ceres and Atlantic House are included in the Company’s consolidated financial statements since their acquisition dates, October 1, 2025 and May 1, 2026, respectively (See Note 3).

Consolidation

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

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

Segment and Geographic Information

The Company, through its subsidiaries in the U.S. and Europe, is a modern global asset manager with capabilities across public markets, private markets, tokenization and onchain finance, offering a diverse suite of ETPs, models and solutions, private market investments and blockchain-enabled products and services. The Company conducts business as a single operating segment as an ETP sponsor and asset manager, which is based upon the Company’s current organizational and management structure, as well as information used by the Company’s Chief Executive Officer (the chief operating decision maker, or CODM) to allocate resources and other factors.

Foreign Currency Translation

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

Use of Estimates

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

Revenue Recognition

Advisory Fees

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

Management and Performance Fees - Ceres

The Company earns management fees 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 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 clawback 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.

Marketing and Advertising

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

Depreciation and Amortization

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

Equipment3 to 5 years
Internally-developed software3 years

The assets listed above are recorded at cost, less accumulated depreciation and amortization. See Note 21 for estimated useful lives of intangible assets.

Stock-Based Awards

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

Third-Party Distribution Fees

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

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with an original maturity of 90 days or less at the time of purchase, as well as certain onchain products that are readily convertible into known amounts of cash and subject to insignificant risk of changes in value (including USD Coin (“USDC”) and WisdomTree Dollar Token (“USDW”), to be classified as cash equivalents. The Company maintains deposits with financial institutions in an amount that is in excess of federally insured limits. Restricted cash is required to be maintained in a separate account with withdrawal and usage restrictions.

Accounts Receivable

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

Impairment of Long-Lived Assets

The Company performs a review for the impairment of long-lived assets when events or changes in circumstances indicate that the estimated undiscounted future cash flows expected to be generated by the assets are less than their carrying amounts or when other events occur which may indicate that the carrying amount of an asset may not be recoverable.

Financial Instruments Owned (at Fair Value)

Financial instruments owned are classified as trading and are recorded on the trade date and measured at fair value. Changes in fair value are reported in other income/(expenses) in the period the change occurs.

Investments

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

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

Goodwill

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

The Company tests goodwill for impairment at the reporting unit level and has determined that it has a single reporting unit, consistent with its single operating segment. Goodwill is assessed for impairment annually on November 30 th. When performing its goodwill impairment test, the Company considers a qualitative assessment, when appropriate, and a quantitative assessment using the market approach and its market capitalization when determining the fair value of the reporting unit.

Intangible Assets

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

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

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

Software Development Costs

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

Leases

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

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

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

Acquisition-related Costs

The Company accounts for business combinations in accordance with ASC Topic 805,Business Combinations (“ASC 805”), with acquisitions recorded using the acquisition method. Transaction costs associated with acquisitions are expensed as incurred.

Contingencies

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

Contingent Payments

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

Earnings per Share

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

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

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

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

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

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

Recently Issued Accounting Pronouncements

On September 18, 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-06,Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and modernizes the accounting for costs related to internal-use software. The guidance removes all references to project stages in prior guidance, clarifies the threshold entities apply to begin capitalizing costs and adds more detail to disclosure requirements. The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company does not anticipate this standard to have a material impact on its financial statements.

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

On November 26, 2024, the FASB issued ASU 2024-04,Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments which clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. Transactions within the scope of this guidance require the fair value of consideration transferred in excess of the value that would have been delivered under the original conversion terms of the converted debt to be recognized as an expense in the period of conversion, with the remaining consideration recognized as a reduction to equity. The guidance is effective for annual reporting periods beginning after December 15, 2025 (and interim reporting periods within those annual reporting periods). The Company adopted this guidance on January 1, 2026, and the impact of the adoption has been reflected in the financial statements and related disclosures.

  1. Business Combination

Atlantic House

Summary

As previously disclosed in Note 1, on May 1, 2026, the Company completed the Atlantic House acquisition. Pursuant to the Atlantic House Purchase Agreement, the purchase price consisted of £150,000 (approximately $200,000) in cash payable at closing, subject to customary post-closing adjustments, including adjustments to cash, indebtedness and working capital. After giving effect to such adjustments, the purchase consideration paid was £154,537 ($209,099).

Purchase Price Allocation

The Atlantic House 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 Atlantic House based on the estimated fair values as of the closing date of the acquisition. Since the acquisition closed on May 1, 2026, the purchase price allocation has been refined as the Company completed its valuation of certain assets acquired and liabilities assumed. An allocation of the consideration paid is presented below and includes the Company’s estimates 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:

Purchase consideration paid$209,099
Total purchase price$209,099
Allocation of consideration:
Cash and cash equivalents$11,611
Other net tangible assets444
Intangible assets(1)82,743
Deferred tax liability(2)(20,272)
Fair value of net assets acquired$74,526
Goodwill resulting from the Atlantic House acquisition(3)$134,573
(1)Represents the purchase price allocation to management contracts ($65,061), customer relationships ($10,663), non-compete agreements ($4,724), trade names and trademarks ($1,350) and model distribution relationships ($945). Management contracts, customer relationships and model distribution relationships were valued using the multi-period excess earnings method based on the existing contractual rights, assets under management and customer relationships existing at the acquisition date. Significant unobservable inputs used to value the management contracts included a long-term revenue growth rate of 5.0%. The customer relationships and model distribution relationships included attrition assumptions of 15.0% and 10.0%, respectively. Trade names and trademarks were valued using the relief-from-royalty method assuming a royalty rate of 2.0%. Non-compete agreements were valued using the with-and-without method assuming probability of competition of 20.0%. See Note 21 for additional information, including the useful lives of these finite lived assets.
(2)The acquired goodwill and intangible assets are not deductible for income tax purposes. Accordingly, the purchase price allocation includes a deferred tax liability for the difference between the assigned fair values and tax bases of the identifiable intangible assets, resulting in a corresponding increase to goodwill.
(3)Goodwill arising from the Atlantic House acquisition primarily represents the expected future economic benefits associated with integrating Atlantic House’s investment management capabilities into the Company’s existing business, including developing new products, broadening distribution through the Company’s existing U.S. and European sales channels and other future growth opportunities. Goodwill also includes the value attributable to the assembled workforce, which does not qualify for separate recognition.

The Company incurred acquisition-related costs associated with the Atlantic House acquisition of $3,051 during the nine months ended September 30, 2026, the nature of which included professional advisor fees and stamp duty taxes.

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