WisdomTree Inc.
11/06/2025 | Press release | Distributed by Public on 11/06/2025 12:29
Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)
| MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and the related notes and the other financial information included elsewhere in this Report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below. For a more complete description of the risks noted above and other risks that could cause our actual results to materially differ from our current expectations, please see Item 1A "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in subsequent reports filed with or furnished to the SEC. We assume no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
Executive Summary
We are a global financial innovator, offering a diverse suite of ETPs, models, solutions, as well as digital asset-related products. Our offerings empower investors to shape their financial future and equip financial professionals to grow their businesses. Leveraging the latest financial infrastructure, we create products that emphasize access, transparency and provide an enhanced user experience. Building on our heritage of innovation, we offer next-generation digital products and services related to tokenized real world assets and stablecoins, including Digital Funds, as well as our institutional platform, WisdomTree Connect, and blockchain-native digital wallet, WisdomTree Prime.
As of September 30, 2025, we managed approximately $137.2 billion in AUM. Our ETPs span a broad range of strategies including equities, commodities, fixed income, cryptocurrency, leveraged-and-inverse, currency and alternatives exposures. We have launched many first-to-market products and pioneered a unique alternative-weighting approach called "Modern Alpha" that combines the outperformance potential of active management with the cost effective benefits of passive management.
Our products are distributed across all major asset management industry channels, including banks, brokerage firms, registered investment advisers, institutional investors, private wealth managers and online brokers, primarily through our dedicated sales team. We believe technology is transforming how financial advisors conduct business, and through our Advisor and Portfolio Solutions programs we offer technology-enabled and research-driven solutions. These include portfolio construction, asset allocation, practice management services and digital tools to help advisors address technology challenges and scale their businesses.
As pioneers in tokenization and blockchain technology, we view this as the next phase in the evolution in financial services. Through our digital assets strategy, we are committed to "responsible DeFi," aligning with regulatory standards to foster growth in this rapidly evolving space. We believe that expanding into digital assets and blockchain-enabled finance not only complements our core competencies, but will diversify our revenue streams and further contribute to our growth.
We were incorporated under the laws of the state of Delaware on September 19, 1985 as Financial Data Systems, Inc. and were ultimately renamed WisdomTree, Inc. on November 7, 2022.
Acquisition of Ceres Partners, LLC ("Ceres")
On July 31, 2025, we and WisdomTree Farmland Holdings, Inc., our wholly-owned subsidiary (the "Purchaser"), entered into an Equity Purchase Agreement (the "Ceres Purchase Agreement") with Ceres Partners, LLC ("Ceres"), an Indiana limited liability company ("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 (the "Ceres Acquisition"), a leading U.S.-based alternative asset manager specializing in farmland investments.
On October 1, 2025, the Purchaser completed the Ceres acquisition for aggregate consideration consisting of (i) $275.0 million in cash, subject to customary post-closing adjustments, including adjustments to cash, indebtedness and working capital, and (ii) earnout consideration of up to $225.0 million, 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. For additional information about the Ceres Acquisition, see Note 21 to our Consolidated Financial Statements.
Assets Under Management
WisdomTree ETPs
We offer ETPs covering equity, commodities and currency, fixed income, cryptocurrency, leveraged-and-inverse and alternatives. The chart below sets forth the asset mix of our ETPs at September 30, 2025, June 30, 2025 and September 30, 2024:
Market Environment
Global financial markets posted strong gains in the third quarter, driven by robust artificial intelligence and technology demand, solid corporate earnings, and a well-anticipated Federal Reserve rate cut. A weaker U.S. dollar supported emerging markets. Commodities experienced record-setting rallies in gold and silver, while credit and digital assets also performed well. Amid the strong rally, elevated stock valuations, persistent inflation and ongoing geopolitical tensions continued to present potential challenges for markets.
During the quarter, the S&P 500, the MSCI EAFE Index (local currency), the MSCI EMU Index (local currency), the MSCI Japan Index (local currency), the MSCI Emerging Markets Index (U.S. dollar) and gold prices increased by 8.1%, 5.4%, 4.3% 10.6%, 10.9% and 16.4%, respectively. The U.S. dollar was essentially unchanged versus the euro and weakened 2.1% and 2.8%, respectively, versus the British pound and Japanese yen during the quarter.
U.S. Listed ETF Industry Flows
U.S. listed ETF industry net flows were $315.1 billion for the three months ended September 30, 2025. Fixed income and U.S. equity gathered the majority of those flows.
|
Source: Morningstar |
European Listed ETP Industry Flows
European listed ETP industry net flows were $77.6 billion for the three months ended September 30, 2025. Equity and fixed income gathered the majority of those flows.
|
Source: Morningstar |
Our Operating and Financial Results
We operate as an ETP sponsor and asset manager, providing investment advisory services globally through our subsidiaries in the U.S. and Europe.
U.S. Listed ETFs
The AUM of our U.S. listed exchange traded funds, or U.S. listed ETFs, increased from $85.2 billion at June 30, 2025 to $88.3 billion at September 30, 2025 due to market appreciation, partly offset by net outflows.
European Listed ETPs
The AUM of our European listed (including internationally cross-listed) ETPs, or European listed ETPs, increased from $40.5 billion at June 30, 2025 to $48.3 billion at September 30, 2025 due to market appreciation and net inflows.
Digital Assets
The AUM of our digital assets products increased from $0.4 billion at June 30, 2025 to $0.6 billion at September 30, 2025 due to net inflows. Substantially all current quarter inflows were into the WisdomTree Government Money Market Digital Fund.
Consolidated Operating Results
The following table sets forth our revenues and net (loss)/income for the most recent five quarters.
| ● | Revenues - Total revenues increased 11.0% from the three months ended September 30, 2024 to $125.6 million in the comparable period in 2025 due to higher average AUM and higher other revenues attributable to our European listed ETPs, partly offset by a lower average advisory fee. Other income for the three months ended September 30, 2024 also included $3.7 million of other revenues related to legal and other related expenses incurred in connection with a settlement with the SEC regarding certain statements about the ESG screening process for three ETFs advised by WisdomTree Asset Management, Inc. (the "SEC ESG Settlement") that were covered by insurance. |
| ● | Expenses - Total operating expenses increased 10.5% from the three months ended September 30, 2024 to $80.0 million in the comparable period in 2025 primarily due to higher compensation expense, acquisition-related costs, fund management and administration expenses and third-party distribution fees. These increases were partly offset by lower professional fees, as the third quarter of 2024 included $3.7 million of legal and other related expenses incurred in connection with the SEC ESG Settlement that were covered by insurance. |
| ● | Other Income/(Expenses) - Other income/(expenses) includes interest income and interest expense, losses on extinguishment of convertible notes and other gains and losses. Further information is provided herein. |
| ● | Net income - We reported net income/(loss) of $19.7 million and ($4.5) million during the three months ended September 30, 2025 and 2024, respectively. |
Guidance Update for the Year Ending December 31, 2025
Compensation to Revenue Ratio
Our compensation to revenue ratio for the year ending December 31, 2025 is currently estimated to range from 28% to 30% (unchanged from our guidance provided last quarter) and takes into consideration the recently completed Ceres Acquisition, planned hires as well as year-end compensation adjustments and the annualization of hires made during 2024. The range also considers variability in incentive compensation with drivers including the magnitude of our flows, revenues and operating income growth, margin expansion and our stock price performance in relation to our peers. A range is provided in consideration of uncertain market conditions.
Discretionary Spending
Discretionary spending includes marketing, sales, professional fees, occupancy and equipment, depreciation and amortization and other expenses. During the nine months ended September 30, 2025, our discretionary spending was $51.6 million, exclusive of acquisition-related costs incurred to date. We currently estimate our discretionary spending (exclusive of acquisition-related costs) for the year ending December 31, 2025 to range from $68.0 million to $72.0 million (unchanged from our guidance range provided last quarter).
Gross Margin
We define gross margin as total operating revenues less fund management and administration expenses. Gross margin percentage is calculated as gross margin divided by total operating revenues. Our gross margin was 81.4% during the nine months ended September 30, 2025. For the year ending December 31, 2025, we currently estimate that our gross margin percentage to be approximately 82.0% (previously 81.0% to 82.0%) taking into consideration the recently completed Ceres Acquisition.
Third-Party Distribution Fees
We currently estimate third-party distribution expense for the year ending December 31, 2025 to be approximately $14.0 million to $15.0 million (unchanged from our guidance range provided last quarter), which is dependent upon the AUM growth on our respective platforms.
Interest Expense
We currently estimate our interest expense for the year ending December 31, 2025 to be $31.0 million (previously $22.0 million), taking into consideration the $475.0 million in aggregate principal amount of 4.625% Convertible Senior Notes due 2030 (the "2030 Notes") issued in August 2025 to facilitate the Ceres Acquisition. This guidance is also inclusive of approximately $2.0 million of interest costs we are required to impute under U.S. GAAP related to our interest-free financing of the shares of Series C Non-Voting Convertible Preferred Stock (the "Series C Preferred Stock") we repurchased in November 2023 from Gold Bullion Holdings (Jersey) Limited ("GBH"), a subsidiary of the World Gold Council.
Interest Income
We currently estimate our interest income for the year ending December 31, 2025 to be approximately $10.0 million to $11.0 million (previously $8.0 million), as we temporarily invested the proceeds received from the issuance of the 2030 Notes prior to completing the Ceres Acquisition.
Income Tax Expense
We currently estimate that our consolidated normalized effective tax rate will be approximately 24.0% to 25.0% for the year ending December 31, 2025 (unchanged from the guidance range provided last quarter), taking into consideration the current distribution of profits between the U.S. and Europe.
This estimated rate may change and is dependent upon our actual taxable income earned in relation to our forecasts as well as any other items which may arise that are not currently forecasted. Such items may include, but are not limited to, increases or decreases in valuation allowances and any stock-based compensation windfalls or shortfalls. Additional corporate tax legislation could also impact our normalized effective tax rate.
Weighted Average Diluted Shares
Our weighted average diluted shares for the three months ended September 30, 2025 were 150.7 million. We currently estimate our weighted average diluted shares to be between 146.0 million and 149.0 million for the three months ending December 31, 2025. This guidance reflects the full-quarter impact of 6.8 million shares of common stock repurchased in August 2025 in connection with the issuance of the 2030 Notes. It also includes approximately 5.0 million incremental shares associated with our Convertible Notes, assuming a stock price of approximately $13.00 to $14.00 per share. While our Convertible Notes require principal to be paid in cash, our diluted shares are increased for any incremental shares associated with an assumed conversion if our stock price exceeds the applicable conversion price of our Convertible Notes of $9.54 per share for the 5.75% Convertible Senior Notes due 2028, $11.04 per share for the 3.25% Convertible Senior Notes due 2026, $11.82 per share for the 3.25% Convertible Senior Notes due 2029 and $19.15 per share for the 2030 Notes. Increases in our stock price will increase the incremental shares impacting our diluted share count, while decreases in our stock price will reduce the overall impact.
Key Operating Statistics
The following table presents key operating statistics that serve as indicators for the performance of our business:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
|
September 30, 2025 |
June 30, 2025 |
September 30, 2024 |
September 30, 2025 |
September 30, 2024 |
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| GLOBAL ETPs (in millions) | ||||||||||||||||||||
| Beginning of period assets | $ | 126,070 | $ | 115,787 | $ | 109,686 | $ | 109,779 | $ | 100,124 | ||||||||||
| Add: Digital Assets-Jan. 1, 2025 | - | - | - | 32 | - | |||||||||||||||
| Inflows/(outflows) | 2,237 | 3,529 | (2,395 | ) | 8,818 | (67 | ) | |||||||||||||
| Market appreciation | 8,868 | 6,754 | 5,286 | 18,546 | 12,520 | |||||||||||||||
| End of period assets | $ | 137,175 | $ | 126,070 | $ | 112,577 | $ | 137,175 | $ | 112,577 | ||||||||||
| Average assets during the period | $ | 130,760 | $ | 119,185 | $ | 110,369 | $ | 121,522 | $ | 107,103 | ||||||||||
| Average advisory fee during the period | 0.35% | 0.35% | 0.37% | 0.35% | 0.37% | |||||||||||||||
| Number of products-end of period | 397 | 383 | 352 | 397 | (1) | 352 | ||||||||||||||
| U.S. LISTED ETFs ($ in millions) | ||||||||||||||||||||
| Beginning of period assets | $ | 85,179 | $ | 80,531 | $ | 79,722 | $ | 79,095 | $ | 72,486 | ||||||||||
| (Outflows)/inflows | (448 | ) | 1,110 | (1,650 | ) | 2,509 | 1,439 | |||||||||||||
| Market appreciation | 3,562 | 3,538 | 3,195 | 6,689 | 7,342 | |||||||||||||||
| End of period assets | $ | 88,293 | $ | 85,179 | $ | 81,267 | $ | 88,293 | $ | 81,267 | ||||||||||
| Average assets during the period | $ | 87,205 | $ | 81,525 | $ | 80,335 | $ | 83,286 | $ | 77,896 | ||||||||||
| Number of ETFs-end of period | 84 | 81 | 78 | 84 | 78 | |||||||||||||||
| EUROPEAN LISTED ETPs ($ in millions) | ||||||||||||||||||||
| Beginning of period assets | $ | 40,541 | $ | 35,124 | $ | 29,964 | $ | 30,684 | $ | 27,638 | ||||||||||
| Inflows/(outflows) | 2,447 | 2,201 | (745 | ) | 5,752 | (1,506 | ) | |||||||||||||
| Market appreciation | 5,302 | 3,216 | 2,091 | 11,854 | 5,178 | |||||||||||||||
| End of period assets | $ | 48,290 | $ | 40,541 | $ | 31,310 | $ | 48,290 | $ | 31,310 | ||||||||||
| Average assets during the period | $ | 42,853 | $ | 37,439 | $ | 30,034 | $ | 37,902 | $ | 29,207 | ||||||||||
| Number of ETPs-end of period | 295 | 285 | 274 | 295 | 274 | |||||||||||||||
| DIGITAL ASSETS ($ in millions) | ||||||||||||||||||||
| Beginning of period assets | $ | 350 | $ | 132 | $ | - | $ | - | $ | - | ||||||||||
| Add: Digital Assets-Jan. 1, 2025 | - | - | - | 32 | - | |||||||||||||||
| Inflows | 238 | 218 | - | 557 | - | |||||||||||||||
| Market appreciation | 4 | - | - | 3 | - | |||||||||||||||
| End of period assets | $ | 592 | $ | 350 | $ | - | $ | 592 | $ | - | ||||||||||
| Average assets during the period | $ | 702 | $ | 221 | $ | - | $ | 334 | $ | - | ||||||||||
| Number of products-end of period | 18 | 17 | - | 18 | - | |||||||||||||||
| U.S. Equity | ||||||||||||||||||||
| Beginning of period assets | $ | 38,617 | $ | 35,628 | $ | 31,834 | $ | 35,414 | $ | 29,156 | ||||||||||
| Add: Digital Assets-Jan. 1, 2025 | - | - | - | 9 | - | |||||||||||||||
| Inflows | 41 | 1,288 | 328 | 2,291 | 1,085 | |||||||||||||||
| Market appreciation | 2,319 | 1,701 | 2,481 | 3,263 | 4,402 | |||||||||||||||
| End of period assets | $ | 40,977 | $ | 38,617 | $ | 34,643 | $ | 40,977 | $ | 34,643 | ||||||||||
| Average assets during the period | $ | 40,024 | $ | 36,080 | $ | 33,175 | $ | 37,460 | $ | 31,556 | ||||||||||
| Commodity & Currency | ||||||||||||||||||||
| Beginning of period assets | $ | 26,696 | $ | 25,487 | $ | 21,987 | $ | 21,906 | $ | 21,336 | ||||||||||
| Add: Digital Assets-Jan. 1, 2025 | - | - | - | 1 | - | |||||||||||||||
| Inflows/(outflows) | 1,097 | (110 | ) | (741 | ) | 828 | (2,700 | ) | ||||||||||||
| Market appreciation | 3,912 | 1,319 | 1,788 | 8,970 | 4,398 | |||||||||||||||
| End of period assets | $ | 31,705 | $ | 26,696 | $ | 23,034 | $ | 31,705 | $ | 23,034 | ||||||||||
| Average assets during the period | $ | 28,162 | $ | 25,888 | $ | 22,016 | $ | 26,015 | $ | 21,763 | ||||||||||
| International Developed Market Equity | ||||||||||||||||||||
| Beginning of period assets | $ | 21,725 | $ | 18,178 | $ | 19,385 | $ | 17,602 | $ | 15,103 | ||||||||||
| Inflows/(outflows) | 476 | 1,645 | (1,391 | ) | 2,595 | 1,459 | ||||||||||||||
| Market appreciation | 1,692 | 1,902 | 81 | 3,696 | 1,513 | |||||||||||||||
| End of period assets | $ | 23,893 | $ | 21,725 | $ | 18,075 | $ | 23,893 | $ | 18,075 | ||||||||||
| Average assets during the period | $ | 22,481 | $ | 19,577 | $ | 18,636 | $ | 20,111 | $ | 18,045 | ||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
|
September 30, 2025 |
June 30, 2025 |
September 30, 2024 |
September 30, 2025 |
September 30, 2024 |
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| Fixed Income | ||||||||||||||||||||
| Beginning of period assets | $ | 22,543 | $ | 22,230 | $ | 21,430 | $ | 20,043 | $ | 21,197 | ||||||||||
| Add: Digital Assets-Jan. 1, 2025 | - | - | - | 21 | - | |||||||||||||||
| (Outflows)/inflows | (61 | ) | 148 | (897 | ) | 2,180 | (675 | ) | ||||||||||||
| Market appreciation | 27 | 165 | 234 | 265 | 245 | |||||||||||||||
| End of period assets | $ | 22,509 | $ | 22,543 | $ | 20,767 | $ | 22,509 | $ | 20,767 | ||||||||||
| Average assets during the period | $ | 23,128 | $ | 22,526 | $ | 21,135 | $ | 22,373 | $ | 21,165 | ||||||||||
| Emerging Market Equity | ||||||||||||||||||||
| Beginning of period assets | $ | 10,957 | $ | 9,985 | $ | 11,875 | $ | 10,468 | $ | 10,726 | ||||||||||
| (Outflows)/inflows | (250 | ) | 28 | (20 | ) | (667 | ) | 254 | ||||||||||||
| Market appreciation | 148 | 944 | 597 | 1,054 | 1,472 | |||||||||||||||
| End of period assets | $ | 10,855 | $ | 10,957 | $ | 12,452 | $ | 10,855 | $ | 12,452 | ||||||||||
| Average assets during the period | $ | 10,874 | $ | 10,295 | $ | 12,083 | $ | 10,414 | $ | 11,477 | ||||||||||
| Cryptocurrency | ||||||||||||||||||||
| Beginning of period assets | $ | 2,087 | $ | 1,553 | $ | 838 | $ | 1,912 | $ | 414 | ||||||||||
| Add: Digital Assets-Jan. 1, 2025 | - | - | - | 1 | - | |||||||||||||||
| Inflows | 764 | 198 | 201 | 873 | 434 | |||||||||||||||
| Market appreciation | 317 | 336 | 15 | 382 | 206 | |||||||||||||||
| End of period assets | $ | 3,168 | $ | 2,087 | $ | 1,054 | $ | 3,168 | $ | 1,054 | ||||||||||
| Average assets during the period | $ | 2,412 | $ | 1,800 | $ | 917 | $ | 2,037 | $ | 796 | ||||||||||
| Leveraged & Inverse | ||||||||||||||||||||
| Beginning of period assets | $ | 2,631 | $ | 2,133 | $ | 1,922 | $ | 1,924 | $ | 1,815 | ||||||||||
| (Outflows)/inflows | (52 | ) | 141 | 71 | 205 | 3 | ||||||||||||||
| Market appreciation | 334 | 357 | 89 | 784 | 264 | |||||||||||||||
| End of period assets | $ | 2,913 | $ | 2,631 | $ | 2,082 | $ | 2,913 | $ | 2,082 | ||||||||||
| Average assets during the period | $ | 2,750 | $ | 2,354 | $ | 1,962 | $ | 2,396 | $ | 1,886 | ||||||||||
| Alternatives | ||||||||||||||||||||
| Beginning of period assets | $ | 814 | $ | 593 | $ | 415 | $ | 510 | $ | 377 | ||||||||||
| Inflows | 222 | 191 | 54 | 513 | 73 | |||||||||||||||
| Market appreciation | 119 | 30 | 1 | 132 | 20 | |||||||||||||||
| End of period assets | $ | 1,155 | $ | 814 | $ | 470 | $ | 1,155 | $ | 470 | ||||||||||
| Average assets during the period | $ | 929 | $ | 665 | $ | 445 | $ | 716 | $ | 415 | ||||||||||
| Headcount: | 338 | 321 | 314 | 338 | 314 | |||||||||||||||
Note: Previously issued statistics may be restated due to fund closures and trade adjustments.
Source: WisdomTree
_____________________________
| (1) | Includes 17 digital assets products, which were launched prior to January 1, 2025. |
Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024
Selected Operating and Financial Information
|
Three Months Ended September 30, |
Percent | |||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| AUM (in millions) | ||||||||||||||||
| Average AUM | $ | 130,760 | $ | 110,369 | $ | 20,391 | 18.5% | |||||||||
| Operating Revenues (in thousands) | ||||||||||||||||
| Advisory fees | $ | 114,485 | $ | 101,659 | $ | 12,826 | 12.6% | |||||||||
| Other revenues | 11,131 | 11,509 | (378 | ) | (3.3% | ) | ||||||||||
| Total operating revenues | $ | 125,616 | $ | 113,168 | $ | 12,448 | 11.0% | |||||||||
Operating Revenues
Advisory fees
Advisory fee revenues increased 12.6% from $101.7 million during the three months ended September 30, 2024 to $114.5 million in the comparable period in 2025 due to higher average AUM, partly offset by a lower average advisory fee. Our average advisory fee was 0.37% during the three months ended September 30, 2024 and 0.35% during the three months ended September 30, 2025.
Other revenues
Other revenues decreased by $0.4 million during the three months ended September 30, 2025. The three months ended September 30, 2024 included $3.7 million related to legal and other related expenses incurred in connection with the SEC ESG Settlement that were covered by insurance. This item was largely offset by higher other revenues attributable to our European listed products.
Operating Expenses
|
Three Months Ended September 30, |
Percent | |||||||||||||||
| (in thousands) | 2025 | 2024 | Change | Change | ||||||||||||
| Compensation and benefits | $ | 33,791 | $ | 29,405 | $ | 4,386 | 14.9% | |||||||||
| Fund management and administration | 22,353 | 21,004 | 1,349 | 6.4% | ||||||||||||
| Marketing and advertising | 4,788 | 4,897 | (109 | ) | (2.2% | ) | ||||||||||
| Sales and business development | 3,943 | 3,465 | 478 | 13.8% | ||||||||||||
| Professional fees | 3,505 | 6,315 | (2,810 | ) | (44.5% | ) | ||||||||||
| Occupancy, communications and equipment | 1,601 | 1,397 | 204 | 14.6% | ||||||||||||
| Depreciation and amortization | 615 | 447 | 168 | 37.6% | ||||||||||||
| Third-party distribution fees | 3,977 | 2,983 | 994 | 33.3% | ||||||||||||
| Acquisition-related costs | 2,409 | - | 2,409 | 100.0% | ||||||||||||
| Other | 2,980 | 2,463 | 517 | 21.0% | ||||||||||||
| Total operating expenses | $ | 79,962 | $ | 72,376 | $ | 7,586 | 10.5% | |||||||||
|
Three Months Ended September 30, |
||||||||
| As a Percent of Revenues: | 2025 | 2024 | ||||||
| Compensation and benefits | 26.9% | 26.0% | ||||||
| Fund management and administration | 17.8% | 18.6% | ||||||
| Marketing and advertising | 3.8% | 4.3% | ||||||
| Sales and business development | 3.1% | 3.1% | ||||||
| Professional fees | 2.8% | 5.6% | ||||||
| Occupancy, communications and equipment | 1.3% | 1.2% | ||||||
| Depreciation and amortization | 0.5% | 0.4% | ||||||
| Third-party distribution fees | 3.2% | 2.6% | ||||||
| Acquisition-related costs | 1.9% | 0.0% | ||||||
| Other | 2.4% | 2.2% | ||||||
| Total operating expenses | 63.7% | 64.0% | ||||||
Compensation and benefits
Compensation and benefits expense increased 14.9% from $29.4 million during the three months ended September 30, 2024 to $33.8 million in the comparable period in 2025 due to higher incentive compensation and increased headcount. Headcount was 314 and 338 at September 30, 2024 and 2025, respectively.
Fund management and administration
Fund management and administration expense increased 6.4% from $21.0 million during the three months ended September 30, 2024 to $22.4 million in the comparable period in 2025 primarily due to higher average AUM. We had 78 U.S. listed ETFs and 274 European listed ETPs at September 30, 2024 compared to 84 U.S. listed ETFs, 295 European listed ETPs and 18 digital assets products at September 30, 2025.
Marketing and advertising
Marketing and advertising expense was essentially unchanged from the three months ended September 30, 2024.
Sales and business development
Sales and business development expense increased 13.8% from $3.5 million during the three months ended September 30, 2024 to $3.9 million in the comparable period in 2025 primarily due to increases in travel and events spending.
Professional fees
Professional fees expense decreased 44.5% from $6.3 million during the three months ended September 30, 2024 to $3.5 million in the comparable period in 2025 as the prior period included expenses incurred in response to an activist campaign and in connection with the SEC ESG Settlement.
Occupancy, communications and equipment
Occupancy, communications and equipment expense was essentially unchanged from the three months ended September 30, 2024.
Depreciation and amortization
Depreciation and amortization expense was essentially unchanged from the three months ended September 30, 2024.
Third-party distribution fees
Third-party distribution fees increased 33.3% from $3.0 million during the three months ended September 30, 2024 to $4.0 million in the comparable period in 2025 due to our strong organic growth and AUM expansion across our distribution platforms.
Acquisition-related Costs
During the three months ended September 30, 2025, we recorded $2.5 million of acquisition-related costs incurred in connection with the Ceres Acquisition.
Other
Other expenses increased 21.0% from $2.5 million during the three months ended September 30, 2024 to $3.0 million in the comparable period in 2025 primarily due to higher dues, subscriptions and other miscellaneous expenses.
Other Income/(Expenses)
|
Three Months Ended September 30, |
Percent | |||||||||||||||
| (in thousands) | 2025 | 2024 | Change | Change | ||||||||||||
| Interest expense | $ | (8,466 | ) | $ | (5,027 | ) | $ | (3,439 | ) | 68.4% | ||||||
| Interest income | 4,015 | 1,795 | 2,220 | 123.7% | ||||||||||||
| Loss on extinguishment of convertible notes | (13,011 | ) | (30,632 | ) | 17,621 | (57.5% | ) | |||||||||
| Other gains and losses, net | 1,325 | (3,062 | ) | 4,387 | n/a | |||||||||||
| Total other expenses, net | $ | (16,137 | ) | $ | (36,926 | ) | $ | 20,789 | (56.3% | ) | ||||||
|
Three Months Ended September 30, |
||||||||
| As a Percent of Revenues: | 2025 | 2024 | ||||||
| Interest expense | (6.7% | ) | (4.4% | ) | ||||
| Interest income | 3.2% | 1.6% | ||||||
| Loss on extinguishment of convertible notes | (10.4% | ) | (27.1% | ) | ||||
| Other gains and losses, net | 1.1% | (2.7% | ) | |||||
| Total other expenses, net | (12.8% | ) | (32.6% | ) | ||||
Interest expense
Interest expense increased 68.4% from $5.0 million during the three months ended September 30, 2024 to $8.5 million in the comparable period in 2025 due to a higher level of debt outstanding inclusive of the 2030 Notes issued in August of 2025 to facilitate the Ceres Acquisition, partly offset by a lower average interest rate. Our effective interest rate during the three months ended September 30, 2024 and 2025 was 4.4% and 4.1%, respectively.
Interest income
Interest income increased 123.7% from $1.8 million during the three months ended September 30, 2024 to $4.0 million in the comparable period in 2025 due to a higher level of interest-earning assets, including from temporarily investing proceeds received from the issuance of the 2030 Notes prior to completing the Ceres Acquisition.
Loss on Extinguishment of Convertible Notes
During the three months ended September 30, 2025, we recognized a loss on extinguishment of convertible notes of $13.0 million arising from the repurchase of $24.0 million in aggregate principal amount of our 2028 Notes.
Other gains and losses, net
Other gains and losses, net were ($3.1) million and $1.3 million during the three months ended September 30, 2024 and 2025, respectively. The three months ended September 30, 2025 includes net gains of $1.1 million on our financial instruments owned, and net losses of $1.0 million on our investments. Gains and losses also generally arise from the sale of gold and cryptocurrency earned from management fees paid by our physically-backed ETPs, foreign exchange fluctuations and other miscellaneous items.
Income Taxes
Our effective income tax rate during the three months ended September 30, 2025 was 33.3%, resulting in income tax expense of $9.8 million. The effective tax rate differs from the federal statutory rate of 21.0% primarily due to a non-deductible loss on extinguishment of the 2028 Notes and non-deductible executive compensation. These items were partly offset by a lower tax rate on foreign earnings.
Our effective income tax rate during the three months ended September 30, 2024 was 216.0%, resulting in income tax expense of $8.4 million. The effective tax rate differs from the federal statutory rate of 21.0% primarily due to a non-deductible loss on extinguishment of the 2028 Notes, a non-deductible civil money penalty of $4.0 million in connection with the SEC ESG Settlement and non-deductible executive compensation. These items were partly offset by a lower tax rate on foreign earnings.
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Selected Operating and Financial Information
|
Nine Months Ended September 30, |
Percent | |||||||||||||||
| 2025 | 2024 | Change | Change | |||||||||||||
| AUM (in millions) | ||||||||||||||||
| Average AUM | $ | 121,522 | $ | 107,103 | $ | 11,419 | 13.5% | |||||||||
| Operating Revenues (in thousands) | ||||||||||||||||
| Advisory fees | $ | 317,275 | $ | 293,098 | $ | 24,177 | 8.2% | |||||||||
| Other revenues | 29,044 | 23,942 | 5,102 | 21.3% | ||||||||||||
| Total revenues | $ | 346,319 | $ | 317,040 | $ | 29,279 | 9.2% | |||||||||
Operating Revenues
Advisory fees
Advisory fee revenues increased 8.2% from $293.1 million during the nine months ended September 30, 2024 to $317.3 million in the comparable period in 2025 primarily due to higher average AUM, partly offset by a lower average advisory fee. Our average advisory fee was 0.37% during the nine months ended September 30, 2024 and 0.35% during the comparable period in 2025.
Other revenues
Other revenues increased 21.3% from $23.9 million during the nine months ended September 30, 2024 to $29.0 million in the comparable period in 2025 due to higher other revenues attributable to our European listed products. This was partly offset by $4.1 million of non-recurring legal and other related expenses incurred in connection with the SEC ESG Settlement during the nine months ended September 30, 2024 that were covered by insurance.
Operating Expenses
|
Nine Months Ended September 30, |
Percent | |||||||||||||||
| (in thousands) | 2025 | 2024 | Change | Change | ||||||||||||
| Compensation and benefits | $ | 100,406 | $ | 91,249 | $ | 9,157 | 10.0% | |||||||||
| Fund management and administration | 64,319 | 61,105 | 3,214 | 5.3% | ||||||||||||
| Marketing and advertising | 14,931 | 14,415 | 516 | 3.6% | ||||||||||||
| Sales and business development | 12,312 | 10,716 | 1,596 | 14.9% | ||||||||||||
| Professional fees | 9,464 | 16,539 | (7,075 | ) | (42.8% | ) | ||||||||||
| Occupancy, communications and equipment | 4,642 | 3,921 | 721 | 18.4% | ||||||||||||
| Depreciation and amortization | 1,735 | 1,248 | 487 | 39.0% | ||||||||||||
| Third-party distribution fees | 11,172 | 7,977 | 3,195 | 40.1% | ||||||||||||
| Acquisition-related costs | 4,376 | - | 4,376 | 100.0% | ||||||||||||
| Other | 8,514 | 7,617 | 897 | 11.8% | ||||||||||||
| Total operating expenses | $ | 231,871 | $ | 214,787 | $ | 17,084 | 8.0% | |||||||||
|
As a Percent of Revenues: |
Nine Months Ended |
|||||||
|
2025 |
2024 |
|||||||
| Compensation and benefits | 29.0% | 28.8% | ||||||
| Fund management and administration | 18.6% | 19.3% | ||||||
| Marketing and advertising | 4.3% | 4.5% | ||||||
| Sales and business development | 3.6% | 3.4% | ||||||
| Professional fees | 2.7% | 5.2% | ||||||
| Occupancy, communications and equipment | 1.3% | 1.2% | ||||||
| Depreciation and amortization | 0.5% | 0.4% | ||||||
| Third-party distribution fees | 3.2% | 2.5% | ||||||
| Acquisition-related costs | 1.3% | 0.0% | ||||||
| Other | 2.5% | 2.4% | ||||||
| Total operating expenses | 67.0% | 67.7% | ||||||
Compensation and benefits
Compensation and benefits expense increased 10.0% from $91.2 million during the nine months ended September 30, 2024 to $100.4 million in the comparable period in 2025 due to higher incentive compensation and increased headcount.
Fund management and administration
Fund management and administration expense increased 5.3% from $61.1 million during the nine months ended September 30, 2024 to $64.3 million in the comparable period in 2025 primarily due to higher average AUM.
Marketing and advertising
Marketing and advertising expense was essentially unchanged from the nine months ended September 30, 2024.
Sales and business development
Sales and business development expense increased 14.9% from $10.7 million during the nine months ended September 30, 2024 to $12.3 million in the comparable period in 2025 primarily due to increases in travel and events spending.
Professional fees
Professional fees decreased 42.8% from $16.5 million during the nine months ended September 30, 2024 to $9.5 million in the comparable period in 2025 primarily as the prior period included expenses incurred in response to an activist campaign and in connection with the SEC ESG Settlement.
Occupancy, communications and equipment
Occupancy, communications and equipment expense increased 18.4% from $3.9 million during the nine months ended September 30, 2024 to $4.6 million in the comparable period in 2025 primarily due to higher equipment and communication expenses driven by increased headcount.
Depreciation and amortization
Depreciation and amortization expense increased 39.0% from $1.2 million during the nine months ended September 30, 2024 to $1.7 million in the comparable period in 2025 primarily due to higher amortization of internally-developed software.
Third-party distribution fees
Third-party distribution fees increased 40.1% from $8.0 million during the nine months ended September 30, 2024 to $11.2 million in the comparable period in 2025 due to our strong organic growth and AUM expansion across our distribution platforms.
Acquisition-related Costs
During the nine months ended September 30, 2025, we recorded $4.4 million of acquisition-related costs incurred in connection with the Ceres Acquisition.
Other
Other expenses increased 11.8% from $7.6 million during the nine months ended September 30, 2024 to $8.5 million in the comparable period in 2025 primarily due to higher dues, subscriptions and other miscellaneous expenses.
Other Income/(Expenses)
|
Nine Months Ended September 30, |
Percent | |||||||||||||||
| (in thousands) | 2025 | 2024 | Change | Change | ||||||||||||
| Interest expense | $ | (19,397 | ) | $ | (13,295 | ) | $ | (6,102 | ) | 45.9% | ||||||
| Interest income | 8,002 | 4,631 | 3,371 | 72.8% | ||||||||||||
| Loss on extinguishment of convertible notes | (13,011 | ) | (30,632 | ) | 17,621 | (57.5% | ) | |||||||||
| Other gains and losses, net | 1,713 | (1,753 | ) | 3,466 | n/a | |||||||||||
| Total other expenses, net | $ | (22,693 | ) | $ | (41,049 | ) | $ | 18,356 | (44.7% | ) | ||||||
|
Nine Months Ended September 30, |
||||||||
|
As a Percent of Revenues: |
2025 |
2024 |
||||||
| Interest expense | (5.6% | ) | (4.1% | ) | ||||
| Interest income | 2.3% | 1.5% | ||||||
| Loss on extinguishment of convertible notes | (3.8% | ) | (9.7% | ) | ||||
| Other gains and losses, net | 0.5% | (0.6% | ) | |||||
| Total other expenses, net | (6.6% | ) | (12.9% | ) | ||||
Interest expense
Interest expense increased 45.9% from $13.3 million during the nine months ended September 30, 2024 to $19.4 million in the comparable period in 2025 due to a higher level of debt outstanding, inclusive of the 2030 Notes issued in August 2025 to facilitate the Ceres Acquisition, partly offset by a lower average interest rate. Our effective interest rate during the nine months ended September 30, 2024 and 2025 was 4.8% and 4.0%, respectively.
Interest income
Interest income increased 72.8% from $4.6 million during the nine months ended September 30, 2024 to $8.0 million in the comparable period in 2025 due to a higher level of interest-earning assets, including from temporarily investing proceeds received from the issuance of the 2030 Notes prior to completing the Ceres Acquisition.
Other gains and losses, net
Other gains and losses, net were ($1.8) million and $1.7 million during the nine months ended September 30, 2024 and 2025, respectively. The nine months ended September 30, 2025 includes net gains on our financial instruments owned of $1.9 million and $2.4 million of foreign currency remeasurement losses on U.S. dollars held by foreign subsidiaries. Gains and losses also generally arise from the sale of gold and cryptocurrency earned from management fees paid by our physically-backed ETPs, foreign exchange fluctuations and other miscellaneous items.
Income Taxes
Our effective income tax rate for the nine months ended September 30, 2025 was 24.7%, resulting in an income tax expense of $22.6 million. Our tax rate differs from the federal statutory rate of 21.0% primarily due to a non-deductible loss on extinguishment of the 2028 Notes and non-deductible executive compensation. These items were partly offset by a lower tax rate on foreign earnings.
Our effective income tax rate for the nine months ended September 30, 2024 was 35.6%, resulting in an income tax expense of $21.8 million. Our tax rate differs from the federal statutory rate of 21.0% primarily due to a non-deductible loss on extinguishment of the 2028 Notes, a non-deductible civil money penalty of $4.0 million and non-deductible executive compensation. These items were partly offset by a lower tax rate on foreign earnings.
Non-GAAP Financial Measurements
In an effort to provide additional information regarding our results as determined by GAAP, we also disclose certain non-GAAP information which we believe provides useful and meaningful information. Our management reviews these non-GAAP financial measurements when evaluating our financial performance and results of operations; therefore, we believe it is useful to provide information with respect to these non-GAAP measurements so as to share this perspective of management. Non-GAAP measurements do not have any standardized meaning, do not replace nor are they superior to GAAP financial measurements and are unlikely to be comparable to similar measures presented by other companies. These non-GAAP financial measurements should be considered in the context with our GAAP results. The non-GAAP financial measurements contained in this Report include the following:
Adjusted Net Income and Diluted Earnings per Share
We disclose adjusted net income and diluted earnings per share as non-GAAP financial measurements in order to report our results exclusive of items that are non-recurring or not core to our operating business. We believe presenting these non-GAAP financial measurements provides investors with a consistent way to analyze our performance. These non-GAAP financial measurements exclude the following:
| ● | Gains or losses on financial instruments owned: We account for our financial instruments owned as trading securities, which requires these instruments to be measured at fair value with gains and losses reported in net income. We exclude these items when calculating our non-GAAP financial measurements as the gains and losses introduce earnings volatility and are not core to our operating business. |
| ● | Foreign currency remeasurement gains and losses on U.S. dollars held by foreign subsidiaries: U.S. GAAP requires account balances to be remeasured into an entity's functional currency, with resulting gains and losses reported in net income. Foreign subsidiaries holding U.S. dollars remeasure these balances into their functional currencies and recognize the gains and losses. Beginning in the second quarter of 2025, we began excluding material remeasurement effects from our non-GAAP financial measures, as they introduce earnings volatility, are not core to our operations and arise from balances denominated in our reporting currency. |
| ● | Tax windfalls and shortfalls upon vesting of stock-based compensation awards: GAAP requires the recognition of tax windfalls and shortfalls within income tax expense. These items arise upon the vesting of stock-based compensation awards and the magnitude is directly correlated to the number of awards vesting/exercised, as well as the difference between the price of our stock on the date the award was granted and the date the award vested or was exercised. We exclude these items when calculating our non-GAAP financial measurements as they introduce earnings volatility and are not core to our operating business. |
| ● | Imputed interest on our payable to GBH: During the fourth quarter of 2023, we repurchased our Series C Preferred Stock, which was convertible into approximately 13.1 million shares of our common stock, from GBH for aggregate cash consideration of approximately $84.4 million. Under the terms of the transaction, we paid GBH $40.0 million on the closing date, with the remainder of the purchase price payable in equal annual installments on the first, second and third anniversaries of the closing date, with no requirement to pay interest. Under U.S. GAAP, the obligation is recorded at its present value utilizing a market rate of interest on the closing date of 7.0% and the corresponding discount is amortized as interest expense pursuant to the effective interest method of accounting over the life of the obligation. We exclude this item when calculating our non-GAAP financial measurements as recognition of interest expense is non-cash and contrary to the stated terms of our obligation. |
| ● | Other items: Loss on extinguishment of convertible notes, acquisition-related costs, a civil money penalty in connection with the SEC ESG Settlement, gains and losses recognized on our investments, changes in deferred tax asset valuation allowance and expenses incurred in response to an activist campaign are excluded when calculating our non-GAAP financial measurements. We also offset revenues and related expenses pertaining to legal and other related expenses covered by insurance as the gross presentation required under U.S. GAAP serves to overstate our revenues and expenses in the ordinary course of business. |
| Three Months Ended | Nine Months Ended | |||||||||||||||
| Adjusted Net Income and Diluted Earnings per Share: |
September 30, 2025 |
September 30, 2024 |
September 30, 2025 |
September 30, 2024 |
||||||||||||
| Net income/(loss), as reported | $ | 19,701 | $ | (4,485 | ) | $ | 69,107 | $ | 39,385 | |||||||
| Add back: Loss on extinguishment of convertible notes, net of income taxes | 12,763 | 30,128 | 12,763 | 30,128 | ||||||||||||
| Add back: Acquisition-related costs, net of income taxes | 1,824 | - | 3,313 | - | ||||||||||||
| Deduct: Gains on financial instruments owned, net of income taxes | (810 | ) | (607 | ) | (1,449 | ) | (1,949 | ) | ||||||||
| Add back/(deduct): Losses/(gains) recognized on investments, net of income taxes | 734 | (436 | ) | 37 | 469 | |||||||||||
| Add back: Imputed interest on payable to GBH, net of income taxes | 364 | 528 | 1,062 | 1,545 | ||||||||||||
| Deduct: Tax windfalls upon vesting of stock-based compensation awards | (76 | ) | (25 | ) | (2,163 | ) | (764 | ) | ||||||||
| Deduct: Decrease in deferred tax asset valuation allowance on financial instruments owned and investments | (24 | ) | (335 | ) | (453 | ) | (475 | ) | ||||||||
| Add back: Civil money penalty in connection with the SEC ESG Settlement | - | 4,000 | - | 4,000 | ||||||||||||
| Add back: Foreign currency remeasurement losses on U.S. dollar balances, net of income taxes | - | - | 1,136 | - | ||||||||||||
| Add back: Expenses incurred in response to an activist campaign, net of income taxes | - | - | - | 3,760 | ||||||||||||
| Adjusted net income | $ | 34,476 | $ | 28,768 | $ | 83,353 | $ | 76,099 | ||||||||
| Deduct: Income distributed to participating securities | - | (463 | ) | - | (1,387 | ) | ||||||||||
| Deduct: Undistributed income allocable to participating securities | - | (1,147 | ) | (27 | ) | (4,840 | ) | |||||||||
| Adjusted net income available to common stockholders | $ | 34,476 | $ | 27,158 | $ | 83,326 | $ | 69,872 | ||||||||
| Weighted average diluted shares, excluding participating securities (in thousands) (See Note 16 to our Consolidated Financial Statements) | 150,675 | 149,353 | 146,302 | 150,080 | ||||||||||||
| Adjusted earnings per share - diluted | $ | 0.23 | $ | 0.18 | $ | 0.57 | $ | 0.47 | ||||||||
Liquidity and Capital Resources
The following table summarizes key data regarding our liquidity, capital resources and use of capital to fund our operations:
|
September 30, 2025 |
December 31, 2024 |
|||||||
| Balance Sheet Data (in thousands): | ||||||||
| Cash, cash equivalents and restricted cash | $ | 555,851 | $ | 181,191 | ||||
| Financial instruments owned, at fair value | 104,283 | 85,439 | ||||||
| Accounts receivable | 46,630 | 44,866 | ||||||
| Total: Liquid assets | 706,764 | 311,496 | ||||||
| Less: Cash consideration paid to acquire Ceres | (271,692 | ) | - | |||||
| Less: Total current liabilities | (254,441 | ) | (109,197 | ) | ||||
| Less: Other assets-seed capital (WisdomTree Digital Funds) | (18,216 | ) | (20,866 | ) | ||||
| Less: Regulatory capital requirements | (35,881 | ) | (39,423 | ) | ||||
| Total: Available liquidity | $ | 126,534 | $ | 142,010 | ||||
| Nine Months Ended September 30, | ||||||||
|
2025 |
2024 |
|||||||
| Cash Flow Data (in thousands): | ||||||||
| Operating cash flows | $ | 93,257 | $ | 78,886 | ||||
| Investing cash flows | (36,176 | ) | (16,902 | ) | ||||
| Financing cash flows | 311,305 | (16,939 | ) | |||||
| Foreign exchange rate effect | 6,274 | 2,133 | ||||||
| Increase in cash, cash equivalents and restricted cash(1) | $ | 374,660 | $ | 47,178 | ||||
_____________________________
| (1) | On October 1, 2025, we paid $271.7 million to acquire Ceres. |
Liquidity
We consider our available liquidity to be our liquid assets, less our current liabilities, seed capital in WisdomTree Digital Funds and regulatory capital requirements of certain of our subsidiaries. Liquid assets consist of cash, cash equivalents and restricted cash, financial instruments owned, at fair value, accounts receivable and securities held-to-maturity. Our financial instruments owned, at fair value are highly liquid investments. Accounts receivable are current assets and primarily represent receivables from advisory fees we earn from our ETPs. Our current liabilities consist primarily of payments owed to vendors and third parties in the normal course of business and accrued incentive compensation for employees.
Cash, cash equivalents and restricted cash increased by $374.7 million during the nine months ended September 30, 2025 due to $475.0 million of proceeds from the issuance of the 2030 Notes, $93.3 million of cash provided by operating activities, $8.9 million of proceeds from the sale of financial instruments owned, at fair value and $6.3 million increase in cash flow due to changes in foreign exchange rates. These increases were partly offset by $102.7 million used to repurchase our common stock, $36.7 million to repurchase a portion of the 2028 Notes, $25.3 million used to purchase financial instruments owned, at fair value, $17.6 million used to purchase investments, $13.2 million used to pay dividends, $11.1 million used to pay convertible notes issuance costs, $2.0 million used to pay for software development and $0.2 million from other activities.
Cash, cash equivalents and restricted cash increased by $47.2 million during the nine months ended September 30, 2024 due to $345.0 million of proceeds from the issuance of the 2029 Notes, $78.9 million of cash provided by operating activities, $42.3 million of proceeds from the sale of financial instruments owned, at fair value and $2.1 million provided by other activities. These increases were partly offset by $143.8 million used to repurchase our Series A Non-Voting Convertible Preferred Stock, $132.7 million to repurchase a portion of the 2028 Notes, $62.9 million used to repurchase our common stock, $57.9 million used to purchase financial instruments owned, at fair value, $14.8 million used to pay dividends, $7.7 million used to pay convertible notes issuance costs and $1.8 million used to pay for software development.
Convertible Notes
We have the following convertible notes outstanding as of September 30, 2025:
| ● | $150.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2026 (the "2026 Notes"); |
| ● | $25.8 million in aggregate principal amount of 5.75% Convertible Senior Notes due 2028 (the "2028 Notes"); |
| ● | $345.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2029 (the "2029 Notes"); and |
| ● | $475.0 million in aggregate principal amount of 4.625% Convertible Senior Notes due 2030 (the "2030 Notes"). |
Each class of notes were issued pursuant to indentures dated as of the issuance dates between us and U.S. Bank Trust Company, National Association, as trustee (either initially or as successor to U.S. Bank National Association, the "Trustee"), in private offerings to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
In connection with the issuance of the 2030 Notes, we repurchased $24.0 million in aggregate principal amount of the 2028 Notes. As a result of this repurchase, we recognized a loss on extinguishment of $13.0 million during the three and nine months ended September 30, 2025. As of September 30, 2025, we had an aggregate principal amount of $971.8 million outstanding of the 2026 Notes, the 2028 Notes, the 2029 Notes and the 2030 Notes (collectively, the "Convertible Notes").
Key terms of the Convertible Notes are as follows:
| 2026 Notes | 2028 Notes | 2029 Notes | 2030 Notes | ||||||
| Principal outstanding | $150,000 | $1,815 | $345,000 | $475,000 | |||||
| Issuance date | June 14, 2021 | February 14, 2023 | August 13, 2024 | August 14, 2025 | |||||
| Maturity date (unless earlier converted, repurchased or redeemed) | June 15, 2026 | August 15, 2028 | August 15, 2029 | August 15, 2030 | |||||
| Interest rate | 3.25% | 5.75% | 3.25% | 4.625% | |||||
| Initial conversion price | $11.04 | $9.54 | $11.82 | $19.15 | |||||
| Initial conversion rate | 90.5797 | 104.8658 | 84.5934 | 52.2071 | |||||
| Redemption price | $14.35 | $12.40 | $15.37 | $24.90 |
| ● | Interest rate: Payable semiannually in arrears on February 15 and August 15 of each year for the 2030 Notes, the 2029 Notes and the 2028 Notes and on June 15 and December 15 of each year for the 2026 Notes. |
| ● | Conversion price: Convertible at an initial conversion rate into shares of our common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price set forth in the table above), subject to adjustment. |
| ● | Conversion: Holders may convert at their option at any time prior to the close of business on the business day immediately preceding May 15, 2030, May 15, 2029, May 15, 2028 and March 15, 2026 for the 2030 Notes, the 2029 Notes, the 2028 Notes and the 2026 Notes, respectively, only under the following circumstances: (i) if the last reported sale price of our common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the respective Convertible Notes on each applicable trading day; (ii) during the five business day period after any ten consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sales price of our common stock and the conversion rate on each such trading day; (iii) upon a notice of redemption delivered by us in accordance with the terms of the indentures but only with respect to the Convertible Notes called (or deemed called) for redemption; or (iv) upon the occurrence of specified corporate events. On or after May 15, 2030, May 15, 2029, May 15, 2028 and March 15, 2026 in respect of the 2030 Notes, the 2029 Notes, the 2028 Notes and the 2026 Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Notes at any time, regardless of the foregoing circumstances. |
| ● | Cash settlement of principal amount: Upon conversion, we will pay cash up to the aggregate principal amount of the Convertible Notes to be converted. At our election, we will also settle the conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted in either cash, shares of our common stock or a combination of cash and shares of common stock. |
| ● | Redemption price: We may redeem for cash all or any portion of the Convertible Notes, at our option, (i) on or after August 20, 2027, August 20, 2026, August 20, 2025 and June 20, 2023 in respect of the 2030 Notes, the 2029 Notes, the 2028 Notes and the 2026 Notes, respectively, and (ii) on or prior to the 45thscheduled trading day (with respect to the 2030 Notes) or the 55thscheduled trading day (with respect to the 2029 Notes, the 2028 Notes and the 2026 Notes) immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price for the respective Convertible Notes then in effect for at least 20 trading days, including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date. No sinking fund is provided for the Convertible Notes. |
| ● | Limited investor put rights: Holders of the Convertible Notes have the right to require us to repurchase for cash all or a portion of their respective notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events. |
| ● | Conversion rate increase in certain customary circumstances: In certain circumstances, conversions in connection with a "make-whole fundamental change" (as defined in the indentures) or conversions of Convertible Notes called (or deemed called) for redemption may result in an increase to the conversion rate, provided that the conversion rate will not exceed 75.7003 shares, 103.6269 shares, 167.7853 shares and 144.9275 shares of our common stock per $1,000 principal amount of the 2030 Notes, the 2029 Notes, the 2028 Notes and the 2026 Notes, respectively (the equivalent of 93,752,578 shares of our common stock based on the aggregate principal amount of Convertible Notes outstanding), subject to adjustment. |
| ● | Seniority and Security: The Convertible Notes rank equal in right of payment and are our senior unsecured obligations. |
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.
Capital Resources
Our principal source of financing is our operating cash flow. We believe that current cash flows generated by our operating activities and existing cash balances should be sufficient for us to fund our operations for the foreseeable future.
Our ability to satisfy our contractual obligations as they arise are discussed in the section titled "Contractual Obligations" below.
Use of Capital
Our business does not require us to maintain a significant cash position. However, certain of our subsidiaries are required to maintain a minimum level of regulatory capital, which at September 30, 2025 was approximately $35.9 million in the aggregate. Notwithstanding these regulatory capital requirements, we expect that our main uses of cash will be to fund the ongoing operations of our business. We also maintain a capital return program which includes a $0.03 per share quarterly cash dividend and authority to purchase our common stock through April 27, 2028, including purchases to offset future equity grants made under our equity plans and purchases made in open market or privately negotiated transactions.
During the nine months ended September 30, 2025, we repurchased 8,096,862 shares of our common stock under the repurchase program for an aggregate cost of $102.7 million. Currently, approximately $60.0 million remains under this program for future purchases.
Contractual Obligations
Convertible Notes
We currently have $971.8 million in aggregate principal amount of Convertible Notes outstanding, of which $150.0 million, $1.8 million, $345.0 million and $475.0 million are scheduled to mature on June 15, 2026, August 15, 2028, August 15, 2029 and August 15, 2030 in respect of the 2026 Notes, the 2028 Notes, the 2029 Notes and the 2030 Notes, respectively, unless earlier converted, repurchased or redeemed. Conditional conversions or a requirement to repurchase the Convertible Notes upon the occurrence of a fundamental change may accelerate payment.
The Convertible Notes require cash settlement of up to the principal amount, while settlement of the conversion obligation in excess of the aggregate principal amount may be satisfied in either cash, shares of our common stock or a combination of cash and shares of our common stock. We may settle and/or refinance these obligations when due.
See the section titled "Convertible Notes" above for additional information.
Acquisition of Ceres Partners, LLC - Earnout Consideration
On October 1, 2025, we completed the Ceres Acquisition. Pursuant to the Ceres Purchase Agreement, up to $225.0 million of earnout 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:
| ● | If the revenue CAGR for the earnout period is equal to or less than 12%, then, the aggregate amount of the earnout consideration shall be $0; |
| ● | If the revenue CAGR for the earnout period is greater than 12% but less than 22%, then, the aggregate amount of the earnout consideration shall be pro-rated using straight-line interpolation between $0 and $225.0 million; and |
| ● | If the revenue CAGR for the earnout period is equal to or greater than 22%, then, the aggregate amount of the earnout consideration shall be $225.0 million. |
Payable to GBH
On November 20, 2023, we repurchased our Series C Preferred Stock from GBH for aggregate cash consideration of approximately $84.4 million. Under the terms of the transaction, we have paid GBH $54.8 million to date, with the remainder of the purchase price payable in equal, interest-free installments on the second and third anniversaries of the closing date. The implied price per share was $6.02 when considering the interest-free financing element of the transaction.
Operating Leases
Total future minimum lease payments with respect to our operating lease liabilities were $1.9 million at September 30, 2025. Cash flows generated by our operating activities and existing cash balances should be sufficient to satisfy the future minimum lease payments. See Note 10 to our Consolidated Financial Statements for additional information.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financing or other arrangements and have neither created nor are party to any special-purpose or off-balance sheet entities for the purpose of raising capital, incurring debt or operating our business.
Critical Accounting Policies and Estimates
Goodwill and Intangible Assets
Goodwill is the excess of the purchase price over the fair values of the identifiable net assets at the acquisition date. We test goodwill for impairment at least annually and at the time of a triggering event requiring re-evaluation, if one were to occur. 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.
Goodwill is allocated to our U.S. and European components. For impairment testing purposes, these components are aggregated as a single reporting unit as they fall under the same operating segment and have similar economic characteristics.
Goodwill is assessed for impairment annually on November 30th. When performing our goodwill impairment test, we consider a qualitative assessment, when appropriate, and the market approach and its market capitalization when determining the fair value of the reporting unit. The results of our most recent analysis indicated no impairment based upon a quantitative assessment.
Indefinite-lived intangible assets are tested for impairment at least annually and are 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 value is less than their carrying value. We may rely on a qualitative assessment when performing our 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 our intangible assets is November 30th. The results of our most recent analysis identified no indicators of impairment to be recognized based upon a quantitative assessment (discounted cash flow analysis) which relied upon significant unobservable inputs including projected revenue growth rates of 3.0% and a weighted average cost of capital of 10.5%.
Investments
We account for equity investments that do not have a readily determinable fair value under the measurement alternative prescribed within Accounting Standards Codification Topic 321, Investments - Equity Securities, to the extent such investments are not subject to consolidation or the equity method. 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. See Note 6 to our Consolidated Financial Statements for information.
Investments in debt instruments are accounted for at fair value, with changes in fair value reported in other income/(expenses).
Revenue Recognition
We earn a significant portion of our revenues in the form of advisory fees from our ETPs and recognize 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 we have a right to invoice.
Other revenues are earned from swap providers associated with certain of our European listed ETPs, the nature of which are based on a percentage of the ETPs' average daily net assets. We also earn transaction-based income on flows associated with certain European listed ETPs. There is no significant judgment in calculating amounts due, which are invoiced monthly or quarterly in arrears and are not subject to any potential reversal. Progress is measured using the practical expedient under the output method resulting in the recognition of revenue in the amount for which we have a right to invoice.
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