WisdomTree (WT) Risk Analysis

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

We depend on Apex Financial Services (Alternative Funds) Limited in respect of the products issued by the ManJer Issuers (except WisdomTree Issuer X Limited), JTC Trust Company Jersey in respect of products issued by WisdomTree Issuer X Limited, APEX IFS Limited in respect of the products issued by WMAI and State Street Fund Services (Ireland) Limited in respect of the WisdomTree UCITS ETFs, to provide fund accounting, administration and, transfer agency services, as well as custody services in the case of the WisdomTree UCITS ETFs. The failure of any service provider to successfully provide these services could result in financial loss to the products, us and investors in those products. In addition, because each of the service providers provides a multitude of important services, changing these vendor relationships would be challenging. It might require us to devote a significant portion of management's time to negotiate a similar relationship with other vendors or have these services provided by multiple vendors, which would require us to coordinate the transfer of these functions to another vendor or vendors.

We depend on HSBC and JP Morgan to provide us with critical physical custody services for precious metals that back our ETCs. Such products that are backed by physical metal are subject to risks associated with the custody of physical assets, including the risk that access to the metal held in the secure facilities managed by HSBC and JP Morgan could be restricted by a pandemic (such as the COVID-19 pandemic), natural events (such as an earthquake) or human actions (such as a terrorist attack). In addition, there is a risk that the physical metal could be lost, stolen, damaged or restricted. The failure of HSBC and JP Morgan to successfully provide us with these services could result in financial loss to us and investors in our products and our recovery of any losses from a custodian, sub-custodian or insurer may be inadequate.

Many of our ETPs have a limited track record upon which an evaluation of their investment performance can be made. Certain investors limit their investments to ETPs with track records of ten years or more. Furthermore, as part of our strategy, we continuously evaluate our product offerings to ensure that all our funds are useful, compelling and differentiated investment offerings, to align our overall product line more competitively in the current ETP landscape and to reallocate our resources to areas of greater client interest. As a result, we may further adjust our product offerings, which may result in closing some of our ETPs, changing their investment objective or offering new funds. The investment performance of our products is important to our success. While strong investment performance could stimulate sales of our ETPs, poor investment performance, on an absolute basis or as compared to third-party benchmarks or competitive products, could lead to a decrease in sales or stimulate redemptions, thereby lowering AUM and reducing our revenues. Our Modern Alpha strategies are designed to provide the potential for better risk-adjusted investment returns over full market cycles and are best suited for investors with a longer-term investment horizon. However, the investment approach of our equity products may not perform well during certain shorter periods of time during different points in the economic cycle.

We currently have outstanding $150.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2026, $25.8 million in aggregate principal amount of 5.75% Convertible Senior Notes due 2028 and $345.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2029, which we collectively refer to as the Convertible Notes. Holders of the Convertible Notes have the right to require us to repurchase their notes upon the occurrence of certain change of control transactions or liquidation, dissolution or common stock delisting events (each, a "fundamental change"), at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, as described in the respective indentures between us and the trustee. In addition, upon conversion of the Convertible Notes, we will be required to make cash payments in respect of the notes being converted as described in the indentures. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of notes surrendered therefor or notes being converted. In addition, our ability to repurchase the notes or to pay cash upon conversions of the notes may be limited by law, regulatory authority or agreements governing our future indebtedness. Our failure to refinance our convertible notes upon maturity, repurchase notes at a time when the repurchase is required by the applicable indenture or to pay any cash payable on future conversions of the notes as required by the applicable indenture would constitute a default under such indenture.

We have developed risk management policies and procedures and we continue to refine them as we conduct our business. Many of our procedures involve oversight of third-party vendors that provide us with critical services such as portfolio management, custody, fund accounting and administration, and index calculation as further described in "Third-Party Provider Risks" above. However, our policies and procedures to identify, monitor and manage risks may not be fully effective in mitigating our risk exposure. Deficiencies in the risk management policies and procedures, internal systems and controls of our third-party vendors may adversely affect our systems and controls. Moreover, we are subject to the risks of errors and misconduct by our employees, including fraud and non-compliance with policies. These risks are difficult to detect in advance and deter, and could harm our business, results of operations or financial condition. Although we maintain insurance and use other traditional risk-shifting tools, such as third-party indemnification, to manage certain exposures, they are subject to terms such as deductibles, coinsurance, limits and policy exclusions, as well as risk of counterparty denial of coverage, default or insolvency. If our policies and procedures do not adequately protect us from exposure and our exposure is not adequately covered by insurance or other risk-shifting tools, we may incur losses that would adversely affect our financial condition and could cause a reduction in our revenues as investors in our products shift their investments to the products of our competitors.

We have made certain assumptions relating to the Ceres Acquisition which may prove to be materially inaccurate, and we may fail to realize all of the anticipated benefits of the acquisition. We have made certain assumptions relating to the Ceres Acquisition, which may prove to be materially inaccurate. Our failure to identify, or understand the magnitude of, the problems, liabilities or other challenges associated with the Ceres Acquisition could result in incorrect expectations of future results and increased risk of unanticipated or unknown issues or liabilities. Our mitigation strategies for such risks that are identified may be ineffective. These assumptions relate to numerous matters, including: ?opportunities for revenue, earnings and growth in the short- and long-term that may be realized by acquiring Ceres and entering the private asset markets; ?rates of growth in revenue, earnings, margin and AUM; ?demand for and performance of private investments, particularly in real estate and farmland; ?opportunities in strategic adjacencies in demand for solar energy, AI data infrastructure and water; ?Ceres’ ability to raise additional capital into Ceres’ funds; ?general economic and business conditions, and the performance of the Ceres business against this backdrop; ?potential unknown liabilities and unforeseen delays or regulatory conditions associated with the Ceres Acquisition; ?faulty assumptions or incorrect expectations regarding the process of integrating the Ceres business with ours, including unanticipated delays, costs or inefficiencies; ?the anticipated benefits and synergies, including timing for when such benefits and synergies may be realized through combining the Ceres business with ours; ?the amount of attention and resources needed to successfully align our and Ceres’ business practices and operations, which may disrupt our business; ?the complexities associated with managing the combined businesses; and ?other financial and strategic risks of the Ceres Acquisition.  51  We cannot guarantee that we will achieve our goals or meet our expectations with respect to the Ceres Acquisition. The full benefits of the Ceres Acquisition, including the anticipated financial benefits and the synergies and growth opportunities, may not be realized as expected or may not be achieved within the anticipated timeframe, or at all. Such benefits may not be fully realized for various reasons, including, among others, changes in the assumptions described above. In addition, we caution you not to place undue reliance on our current expectations regarding the financial impact of the Ceres Acquisition because they are based solely on information provided to us by Ceres in the due diligence process and our internal estimates, which are based on numerous factors, including specifically identified financial benefits and growth avenues. Our experience integrating and operating Ceres may change our expectations with respect to the financial impact of the Ceres Acquisition. In addition, the financial impact of the Ceres Acquisition may differ from our expectations based on numerous other factors, including our failure to fully realize the expected financial benefits as described in the risk factors set forth in this Report. We can provide no assurance that the actual financial impact of the Ceres Acquisition will be consistent with our current expectations. If our assumptions are inaccurate or we are unable to meet our expectations (including our expectations regarding financial targets and growth rates), our business, financial performance and operating results could be materially and adversely affected. See “Cautionary Note Regarding Forward-Looking Statements” above. Completion of the Ceres Acquisition is subject to conditions, and if these conditions are not satisfied or waived, the Ceres Acquisition will not be completed. On July 31, 2025, we agreed to acquire Ceres pursuant to the Purchase Agreement. Completion of the Ceres Acquisition is subject to the satisfaction or waiver of a number of conditions in the Purchase Agreement. These conditions include, among others, obtaining regulatory approvals, required consents, and financing. In addition, completion of the Ceres Acquisition is conditioned upon (i) employment agreements with certain key employees of Ceres being in full force and effect, (ii) Ceres delivering executed consents from both Ceres, as general partner of Ceres Farms, LLC (“Ceres Farms”), and a majority of the investors in Ceres Farms, (iii) the Closing Revenue Run-Rate being no less than 85% of the Base Revenue Run-Rate (each as defined in the Purchase Agreement) and (iv) tail coverage for the insurance coverages currently in effect for the directors, managers and officers of the acquired companies being in full force and effect. Our obligation to consummate the Ceres Acquisition is further subject to the condition that, during the period between July 31, 2025 and the closing of the Ceres Acquisition, there has not been a Material Adverse Effect (as defined in the Purchase Agreement). The Purchase Agreement will terminate if the closing of the Ceres Acquisition has not occurred on or prior to December 31, 2025, subject to the parties agreeing to extend such date, as well as for material breaches not cured prior to December 31, 2025. If we terminate the Purchase Agreement, subject to certain other conditions, we will reimburse Ceres for its Eligible Expenses (as defined in the Purchase Agreement) subject to a $2.0 million cap. The failure to satisfy all of the required conditions in the Purchase Agreement could delay the completion of the Ceres Acquisition or prevent it from occurring. Any delay in completing the Ceres Acquisition could cause us not to realize some or all of the benefits that we expect to achieve if the Ceres Acquisition is successfully completed within the expected timeframe. There can be no assurance that the conditions to the closing of the Ceres Acquisition will be satisfied or waived or that the Ceres Acquisition will be completed, or as to whether the Ceres Acquisition will be completed on terms other than those set forth in the Purchase Agreement. Failure to complete the Ceres Acquisition could negatively affect the price of our common stock, as well as our future business and financial results. If the Ceres Acquisition is delayed or not completed, we may be adversely affected by, among other things, the failure to pursue other beneficial opportunities during the pendency of the Ceres Acquisition, the failure to obtain the anticipated benefits of completing the Ceres Acquisition, and the focus of our management on the Ceres Acquisition rather than on normal business operations or opportunities. We may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock. The manner in which industry contacts, business partners and other third parties perceive us may be negatively affected, which in turn could affect our marketing operations or our ability to compete more broadly. Additionally, even if the Ceres Acquisition is not completed, we will be responsible for certain transaction costs associated with the Ceres Acquisition including financial advisory, legal, accounting, consulting and other advisory fees and expenses. If we terminate the Purchase Agreement, subject to certain other conditions, we will reimburse Ceres for its Eligible Expenses (as defined in the Purchase Agreement) subject to a $2.0 million cap. Any of these factors, among others, could have a material impact on our business, prospects, financial condition and results of operations.  52  Completion of the Ceres Acquisition will mark our entry into the private asset markets, specifically farmland, and this may result in changes in our business. Our failure to integrate and manage Ceres successfully could materially and adversely affect our business, results of operations and financial condition. If the Ceres Acquisition is completed, we will face numerous risks, including, among others: •failure to achieve financial, operating or business objectives and synergies; •failure to integrate successfully and in a timely manner any operations, products, services or technology; •diversion of the attention of management and other personnel; •failure to raise additional capital into Ceres’ funds; •failure to integrate Ceres into our compliance and internal control systems, including regulatory compliance applicable to registered investment advisers and broker-dealers; •failure to retain personnel; •unforeseen liabilities or expenses; •failure of counterparties to indemnify us against liabilities arising from the transaction; •potential loss of, or harm to, our relationship with our and the counterparties’ employees, customers and suppliers due to the integration of a new business; •accounting charges; •assumption of the liabilities, and exposure to unforeseen liabilities, of Ceres and its subsidiaries, including liabilities subject to indemnification; •unfavorable market conditions that could negatively impact the acquired or combined businesses; and •legal proceedings which may result in expenses and/or have a material adverse effect on our business. We could be prevented from, or significantly delayed in, achieving our strategic goals if we are unable to successfully integrate Ceres. Integration may be more difficult, time-consuming or costly than expected. Our failure to integrate and manage Ceres successfully could materially and adversely affect our business, results of operations and financial condition.