WisdomTree, Inc. (WT) Risk Factors

ITEM 1A. RISK FACTORS

Any investment in our common stock involves
a high degree of risk. You should carefully consider the specific risk factors described below in addition to the other information contained
in this Report before making a decision to invest in our common stock. If any of these risks actually occur, our business, operating results,
financial condition and prospects could be harmed. This could cause the trading price of our common stock to decline and a loss of all
or part of your investment. Certain statements below are forward-looking statements. See the section entitled “Cautionary Note Regarding
Forward-Looking Statements.”

Summary of Risk Factors

Our business faces various risks that could
impact our ability to achieve objectives, as well as adversely affect our financial condition, results of operations, cash flow, and overall
prospects. These risks, detailed below, include but are not limited to:

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Market Risks

Declining prices of securities, gold and other precious metals
and other commodities and changes in interest rates and general market conditions can adversely affect our business by reducing the market
value of the assets we manage or causing WisdomTree ETP investors to sell their fund shares and trigger redemptions.

We are subject to risks arising from declining
prices of securities, gold and other precious metals and other commodities, which may result in a decrease in demand for investment products,
a higher redemption rate and/or a decline in AUM. The financial markets are highly volatile and prices for financial assets may increase
or decrease for many reasons, including general economic conditions, trade uncertainties, rising or falling interest rates, the strengthening
or weakening of the U.S. dollar, events such as a pandemic or war, geopolitical conflicts, political events, acts of terrorism and other
matters beyond our control. A significant portion of our revenues is derived from advisory fees earned on our AUM, in both the international
and U.S. markets. As a result, our business can be expected to generate lower revenues in declining market environments or general economic
downturns. Such adverse conditions would likely cause the value of our AUM to decrease, which would result in lower advisory fees, or
cause investors in the WisdomTree ETPs to sell their shares in favor of investments they perceive to offer greater opportunity or lower
risk, thus triggering redemptions that would also result in decreased AUM and lower fees.

Fluctuations in the amount and mix of our AUM may negatively
impact revenues and operating margins.

The level of our revenues depends on the amount
and mix of our AUM. Our revenues are derived primarily from advisory fees based on a percentage of the value of our AUM and vary with
the nature of the ETPs, which have different fee levels. Fluctuations in the amount and mix of our AUM may be attributable in part to
market conditions outside of our control that have had, and in the future could have, a negative impact on our revenues and operating
margins.

Abnormally wide bid/ask spreads and market disruptions that
halt or disrupt trading or create extreme volatility could undermine investor confidence in the ETP investment structure and limit investor
acceptance of ETPs.

ETPs trade on exchanges in market transactions
that generally approximate the value of the referenced assets or underlying portfolio of securities held by the particular ETP. Trading
involves risks including the potential lack of an active market for fund shares, abnormally wide bid/ask spreads (the difference between
the prices at which shares of an ETP can be bought and sold) that can exist for a variety of reasons, and losses from trading. These risks
can be exacerbated during periods when there is low demand for an ETP, the markets in the underlying investments are closed, market conditions
are extremely volatile or trading is disrupted. This could result in limited growth or a reduction in the overall ETP market and could
slow our revenue growth or even lead to a decline in revenues.

Concentration Risks

We derive a substantial portion of our revenues from a limited
number of products and, as a result, our operating results are particularly exposed to investor sentiment toward investing in the products’
strategies and our ability to maintain the AUM of these products, as well as the performance of these products.

At December 31, 2025, 50% of our AUM was concentrated in ten of our
WisdomTree ETPs with approximately 18% in three of our domestic equity ETFs, 15% in four of our precious metal products, 11% in the WisdomTree
Floating Rate Treasury Fund, or USFR, and 6% in two of our international developed market equity ETPs. As a result, our operating results
are particularly exposed to the performance of these funds and our ability to maintain the AUM of these funds, as well as investor sentiment
toward investing in the funds’ strategies. If the AUM in these funds were to decline, either because of declining market values
or net outflows from these funds, our revenues would be adversely affected.

Declining commodity prices, and gold prices in particular,
including as a result of changes in demand for commodities and gold as an investment, could materially and adversely affect our business.

At December 31, 2025, approximately 17% of our
AUM were in ETPs backed by gold and approximately 11% were in ETPs backed by other commodities. Precious metals such as gold are often
viewed as “safe haven” assets as they tend to attract demand during periods of economic and geopolitical uncertainty. Accommodative
monetary policies are also favorable as the opportunity cost of forgoing investment in interest-bearing assets is low. Market conditions
that are not conducive to investment in precious metals, such as a rising interest rate environment, may lead to declining prices that
are linked to our ETPs and thereby adversely affect our AUM and revenues. We cannot provide any assurance that our products backed by
precious metals will benefit from favorable market conditions. In addition, changes in long-term demand cycles for commodities generally
and cyclicality in demand for commodities as an investment asset, could reduce demand for certain of our products, limit our ability to
successfully launch new products and also may lead to redemptions by existing investors.

Also, a portion of the advisory fee revenues
we receive on our ETPs backed by gold are paid in gold ounces. While we may readily sell the gold that we earn under these advisory contracts,
we still may maintain a position. We currently do not enter into arrangements to hedge against fluctuations in the price of gold and any
hedging we may undertake in the future may not be cost-effective or sufficient to hedge against this gold exposure.

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A significant portion of our AUM is held in products with exposure
to U.S. and international developed markets, and we therefore have exposure to domestic and foreign market conditions and are subject
to currency exchange rate risks.

At December 31, 2025, approximately 29% and
18% of our AUM was held in products with exposure to the U.S. and international developed markets, respectively. Therefore, the success
of our business is closely tied to various conditions in these markets which may be affected by domestic and foreign political, social
and economic uncertainties, monetary policies conducted in these regions and other factors.

In addition, fluctuations in foreign currency
exchange rates could reduce the revenues we earn from certain foreign invested products. This occurs because an increase in the value
of the U.S. dollar relative to non-U.S. currencies may result in a decrease in the dollar value of the AUM in these products, which, in
turn, would result in lower revenues. Furthermore, investors may perceive certain foreign invested products, as well as certain of our
currency and fixed income products to be a less attractive investment opportunity when the value of the U.S. dollar rises relative to
non-U.S. currencies, which could have the effect of reducing investments in these products, thus reducing revenues. Our products exposed
to the U.S. market may benefit from a rising U.S. dollar, but we can provide no assurance that this will be the case. Also, a weakening
U.S. dollar relative to the euro or yen may make less attractive our international hedged equity products, as unhedged alternatives would
benefit from the appreciation of the foreign currency or currencies while our products would not, which could result in redemptions in
our funds.

Withdrawals or broad changes in investments in our ETPs by
investors with significant positions may negatively impact revenues and operating margins.

We have had in the past, and may have in the
future, investors who maintain significant positions in one or more of our ETPs. If such an investor were to broadly change or withdraw
its investments in our ETPs because of a change to its investment strategy, market conditions or any other reason, it may significantly
change the amount and mix of our AUM, which may negatively affect our revenues and operating margins.

Third-Party Service Provider Risks

We primarily depend on Mellon Investments Corporation, Newton
Investment Management North America, LLC, Voya Investment Management Co., LLC and Insight North America LLC to provide portfolio management
services, The Bank of New York Mellon to provide us with critical administrative services to operate our business and our U.S. listed
ETFs, and other third parties to provide many other critical services to operate our business and our U.S. listed ETFs. The failure of
key vendors to adequately provide such services could materially affect our operating business and harm investors in our products.

We outsource to third-party vendors to provide us with many services that
are critical to operating our business, including Mellon Investments Corporation, Newton Investment Management North America, LLC, Voya
Investment Management Co., LLC and Insight North America LLC as sub-advisers providing portfolio management services, and The Bank of
New York Mellon, or BNY Mellon, to provide custody services, fund accounting, administration, transfer agency and securities lending services.
We also rely on third-party providers to license indexes to certain of our U.S. listed ETFs and European listed ETPs, perform index calculation
services for our indexes and a third-party distributor for our products. The failure of any of these key vendors to provide us and our
products with these services could lead to operational issues and result in financial loss to us and investors in our products.

We depend on HSBC and JP Morgan to provide us with critical
physical custody services for precious metals that back our ETCs. The failure of HSBC and JP Morgan to adequately safeguard the physical
assets could materially adversely affect our business and harm investors in our products.

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.

We depend on Swissquote Bank Ltd , BitGo Trust Company, Inc. and Coinbase
Custody Trust LLC to provide us with critical custody services for digital currencies that back WisdomTree digital assets. The failure
of any of these custodians to adequately safeguard these digital assets could materially adversely affect our business and harm investors
in this product.

Products that are backed by digital currencies are subject to the risks
associated with the custody of digital assets, including the risk that the digital currencies or the blockchain infrastructure could be
impacted by hacks or other malicious actions. WisdomTree Issuer X Limited, the issuer of WisdomTree Europe’s crypto ETPs, is reliant
on the security procedures and infrastructure of its custodians to safeguard the underlying digital currency cryptographic keys. There
is no guarantee that the arrangements of the custodian will fully protect from loss of assets. Damage to the infrastructure or loss of
these assets may render the digital currency inaccessible and adversely impact the value of an investment in digital assets. The digital
currencies may also be exposed to the internet briefly before reaching the secure accounts of the custodian. There are additional risks
involved with an investment backed by digital currencies such as changes to the protocol (such as forks) which could damage the reputation
of digital assets or result in losses for investors. The risks associated with digital currencies and the failure of the custodian to
safeguard the underlying assets could result in financial loss to us and investors in our products and our recovery of any losses from
a custodian may be inadequate. The custodians perform additional services to crypto ETPs that may derive additional revenue by delegating
a part of our assets to validate transactions on the relevant blockchain (“staking”). There are certain operational and technological
risks associated with staking such as penalties due to bad validator behavior. Operational and technical errors in the context of staking
could damage the reputation of digital assets or result in losses for investors.

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We depend on Apex Financial Services (Alternative Funds) Limited
in respect of the products issued by our Jersey-domiciled issuers, or ManJer Issuers, of ETCs (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 BNY Mellon Fund Services (Ireland) Designated Activity Company in respect of the WisdomTree UCITS ETFs to provide us with
critical administrative services to those products. The failure of any of those providers to adequately provide such services could materially
affect our operating business and harm investors in those products.

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 BNY Mellon
Fund Services (Ireland) Designated Activity Company 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.

The WisdomTree UCITS ETFs primarily depend on either of Assenagon
Asset Management S.A. or Irish Life Investment Managers Limited to provide portfolio management services and other third parties to provide
many critical services to operate the WisdomTree UCITS ETFs. The failure of key vendors to adequately provide such services could materially
affect our operating business and harm investors in the WisdomTree UCITS ETFs.

The WisdomTree UCITS ETFs depend on third-party
vendors to provide many services that are critical to operating our business, including Assenagon Asset Management S.A. and Irish Life
Investment Managers Limited as investment managers that provide us with portfolio management services and third-party providers of index
calculation services. The failure of any of these key vendors to provide the WisdomTree UCITS ETFs with these services could lead to operational
issues and result in financial loss to us and investors in the WisdomTree UCITS ETFs.

Failure of third-party vendors to maintain sufficient internal
controls could adversely affect us.

If a third-party vendor fails to develop
and maintain sufficient internal control processes or adequate data privacy controls and security systems, such failure could
adversely affect us. For example, in the past, we were notified of a deficiency in the internal controls of a third-party vendor of software
we utilize in our accounting processes. We identified sufficient mitigating controls to alleviate the deficiency and do not believe the
third-party’s deficiency had a material impact on our operations or financial reporting. Any internal control failures that may
arise in the future could adversely affect us if not sufficiently mitigated.

The products issued by our European business are subject to
counterparty risks.

The products issued
by our European business depend on the services of counterparties, custodians and other agents and are therefore subject to a variety
of counterparty risks, which are detailed above. Products issued by WMAI, certain WisdomTree
UCITS ETFs and certain products issued by the ManJer Issuers are backed by swap, derivative or similar arrangements, which are subject
to risks associated with the creditworthiness of their counterparties, including the risk that a counterparty will not settle a transaction
in accordance with its terms and conditions because of a dispute over the terms of the relevant arrangement (whether or not bona fide)
or because of a credit, liquidity, regulatory, tax or operational problem. Any deterioration of the credit or downgrade in the credit
rating of a counterparty, or the custodian holding the collateral, could cause the associated products to trade at a discount to the value
of the underlying assets.

The terms of contracts with counterparties
are generally complex, often customized and often not subject to regulatory oversight. A voluntary or involuntary default by
a counterparty may occur at any time without notice. In the event of any default by, or the insolvency of, any counterparty, the relevant
products may be exposed to the under-segregation of assets, fraud or other factors that may result in the recovery of less than all of
the property of our issuers that was held in custody or safekeeping in the case of physically-backed products or the recovery of property
that is insufficient in value to cover all amounts payable to holders of the applicable products upon their redemption.

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The impact of market
stress or counterparty financial condition may not be accurately foreseen or evaluated and, as a result, we may not take sufficient action
to reduce counterparty risks effectively. Any losses due to a counterparty’s failure to perform
its contractual obligations will be borne by the relevant product issuer and there could be a substantial delay in recovering assets due
from counterparties or it may not be possible to do so at all. Defaults by, or even rumors or questions about, the solvency of counterparties
may increase operational risks or transaction costs, which may negatively affect the investment performance of the relevant products and
have a material adverse effect on our business and operations.

Our risk management policies and procedures, and those of our
third-party vendors upon which we rely, may not be fully effective in identifying or mitigating risk exposure, including employee misconduct.
If our policies and procedures do not adequately protect us from exposure to these risks, we may incur losses that would adversely affect
our financial condition, reputation and market share.

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.

Competition and Distribution Risks

The asset management business is intensely competitive, and
we may experience pressures on our pricing and market share, which could reduce revenues and profit margins.

The asset management industry is intensely competitive,
with significant challenges across product offerings, fees, brand recognition and service quality. We face direct competition from other
ETP sponsors and mutual fund companies, as well as indirect competition from larger financial institutions, including banks, insurance
companies and diversified investment firms with broader distribution channels, greater resources and multiple revenue streams. Many of
these larger competitors operate extensive sales networks and attract clients through retail bank and broker-dealer channels, which may
not be as accessible to us.

The adoption of Rule 6c-11, known as the ETF
Rule, has further intensified competition by removing the need for exemptive relief filings to issue ETFs, reducing barriers to entry
in the ETP space. We anticipate that more firms, including both new entrants and established asset managers, will continue to enter and
expand within the ETP market. Additionally, the introduction of non-transparent active ETFs—which are not required to disclose holdings
daily—may allow traditional mutual fund sponsors to compete more effectively against ETFs by preserving their proprietary strategies.

Price competition spans both commoditized offerings,
such as traditional, market cap-weighted index products, and more specialized categories, like factor-based or thematic ETPs. In recent
years, larger firms have trended toward fee reductions, offering some products at lower prices or as loss leaders, supported by alternative
revenue sources. New entrants often seek to differentiate themselves by offering low-fee ETPs; as a result, funds priced at 20 basis points
or less have captured approximately 70% of global net flows over the past three years. This fee compression trend continues, with many
of our competitors well-positioned to benefit.

Some of our competitors maintain a larger market
share, a broader product range and greater financial resources. Certain financial institutions also operate in more favorable regulatory
environments and/or have proprietary products, revenue sources and distribution channels, which may provide competitive advantages, including
in pricing ETPs as loss leaders. Further industry consolidation may also heighten competitive pressures.

Given these evolving industry dynamics, we have
experienced—and may continue to experience—pricing and market share pressures, which could reduce our revenues and profit
margins.

We rely on third-party distribution channels to sell our products,
and increased competition, a failure to maintain business relationships and other factors could adversely impact our business.

We rely on various third-party distribution
channels, including registered investment advisers, wirehouse and institutional channels to sell our products. Increasing competition,
a failure to maintain business relationships and other factors could impair our distribution capabilities and increase the cost of conducting
business. In addition, several of the largest custodial platforms and online brokerage firms eliminated trading commissions for ETFs.
Any inability to access and successfully sell our products through our distribution channels could have a negative effect on our AUM levels
and adversely impact our business.

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Performance and Investment Risks

Many of our ETPs have a limited track record and poor investment
performance could cause our revenues to decline.

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.

Operational Risks

Our European business subjects us to increased operational,
regulatory, financial and other risks.

We face increased operational, regulatory, financial,
compliance, reputational and foreign exchange rate risks as a result of conducting our business internationally. The failure of our compliance
and internal control systems to properly mitigate such additional risks, or of our infrastructure to support our European business, could
result in operational failures and regulatory fines or sanctions. If our European products and operations experience any negative consequences
or are perceived negatively in non-U.S. markets, it may also harm our reputation in other markets, including the U.S. market.

Operational risks related to the post-acquisition integration
of Ceres could adversely affect our business, results of operations and financial condition.

Following the Ceres Acquisition, we face operational risks associated with
integrating, where appropriate, its business, personnel, systems, processes and control environment into our existing operations. The
integration process may be more complex, time-consuming or costly than anticipated and may require significant management attention, which
could divert resources from our other businesses. In addition, Ceres operates in asset classes and strategies that differ from our traditional
ETP business and may require enhancements to our operational infrastructure, risk management practices, valuation processes, compliance
framework and internal controls. Any failure to effectively integrate operations, retain key personnel, harmonize systems and controls,
or appropriately manage new and evolving operational requirements could result in operational inefficiencies, control deficiencies, increased
costs, regulatory scrutiny, reputational harm or an inability to achieve the anticipated benefits of the acquisition, any of which could
materially adversely affect our business and financial results.

We have pursued, and may continue to pursue, acquisitions and
other strategic transactions. Any strategic transactions that we are a party to will result in increased demands on our management and
other resources, may be significant in size relative to our assets and operations, result in significant changes in our business and materially
and adversely affect our stock price. If we were unable to manage our strategic initiatives, it could have a material adverse effect on
our business.

We have pursued, and may continue to pursue,
acquisitions and other strategic transactions. These initiatives have placed increased demands on our management and other resources and
may continue to do so in the future. We may not be able to manage our operations effectively or achieve our desired objectives on a timely
or profitable basis. To do so may require, among other things:

If we are unable to manage these initiatives
effectively, there could be a material adverse effect on our ability to maintain or increase revenues and profitability.

Managing strategic initiatives may require continued
investment in personnel, information technology infrastructure and marketing activities, as well as further development and implementation
of financial, operational and compliance systems and controls. We may not be successful in implementing all of the processes that are
necessary. Unless such initiatives result in an increase in our revenues that is at least proportionate to the increase in the costs associated
with implementing them, our future profitability will be adversely affected.

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In addition, future strategic transactions could
involve issuing significant equity or debt, which may dilute stockholders or require substantial borrowings. Such transactions may result
in changes in our board and/or management team, constitute a change of control of our Company, lead to significant changes in our product
offering, business operations and earning and risk profiles, and/or result in a decline in the price of our common stock.

Our ability to complete such transactions depends
upon a number of factors that are not entirely within our control, including our ability to identify suitable merger or acquisition candidates,
negotiate favorable terms, conclude satisfactory agreements and secure necessary financing. Our failure to successfully execute or integrate
these transactions could materially and adversely affect our business, results of operations and financial condition.

We instruct trades and perform other operational processes
in respect of crypto basket ETPs that we have launched in Europe. Operational failures could materially affect our business and harm investors
in these products.

We have launched products in Europe that are
indexed to baskets of cryptocurrencies or that may allow for staking. We have outsourced the administrator, transfer agent and custodial
functions for these products. While we typically outsource portfolio management services to third-party sub-advisers for our products,
in this case, we instead act as determination agent and facilitate buy and sell orders via the custodian who deals directly with a broker
to rebalance these crypto basket ETPs in line with the indices. These rebalances typically occur quarterly. Expanding trading volumes
may increase the risk of trading errors. The failure of any of our vendors to provide us and our products with the outsourced services
and our failure to correctly place trade orders could lead to operational issues and result in financial loss to us and/or investors in
our products. For products through which we derive additional revenue by staking, we operationally delegate the relevant assets to validators
in our role as determination agent. Operational errors in the process could materially affect our business and harm investors in these
products. In addition, staking features, such as lock-up periods, staking reward payout periods and reward amounts, are not necessarily
fixed over time and can cause liquidity risk or delay the standard settlement period. This may cause redemptions to be delayed and may
result in a financial loss to investors.

Catastrophic and unpredictable events could have a material
adverse effect on our business.

A terrorist attack, war, power failure, cyber-attack,
natural disaster, pandemic event or other catastrophic or unpredictable event could adversely affect our revenues, expenses and operating
results by: interrupting our normal business operations; inflicting employee casualties, including loss of our key employees; requiring
substantial expenditures and expenses to repair, replace and restore normal business operations; and reducing investor confidence. We
have a disaster recovery plan to address certain contingencies, but this plan may not be sufficient in responding or ameliorating the
effects of all disaster scenarios. Similarly, these types of events could also affect the ability of the third-party vendors that we rely
upon to conduct our business, including parties that provide us with sub-advisory portfolio management services, custodial, fund accounting
and administration services or index calculation services, to continue to provide these necessary services to us, even though they may
also have disaster recovery plans to address these contingencies. In addition, a failure of the stock exchanges on which our products
trade to function properly could cause a material disruption to our business. If we or our third-party vendors are unable to respond adequately
or in a timely manner, these failures may result in a loss of revenues and/or increased expenses, either of which would have a material
adverse effect on our operating results.

Technology Risks

Any significant limitation or failure of our technology systems,
or of our third-party vendors’ technology systems, or any security breach of our information and cyber security infrastructure,
software applications, technology or other systems that are critical to our operations could interrupt or damage our operations and result
in material financial loss, regulatory violations, reputational harm or legal liability.

We are dependent upon the effectiveness of our own, and our vendors’,
information security policies, procedures and capabilities to protect the technology systems used to operate our business (including emerging
technologies, such as artificial intelligence (AI) programs), to protect the data that reside on or are transmitted through them and to
maintain adequate internal controls. Information security risks for us and our third-party vendors have increased significantly in recent
years, in part because of the proliferation of new technologies, including AI, the ubiquity of internet connections, and the increased
sophistication and activities of threat actors. Although we and our third-party vendors take protective measures to secure information,
our and our vendors’ technology systems have experienced cybersecurity threats and may still be vulnerable to unauthorized access,
computer viruses or other events that could result in inaccuracies in our information or system disruptions or failures, which could materially
interrupt or damage our operations. In addition, our vendors may incorporate AI tools into their offerings or operations, and such AI
tools may not meet existing or rapidly evolving regulatory, cybersecurity, privacy or industry standards, which could expose us to operational,
compliance or reputational risks. These risks have increased with the launch of the WisdomTree Prime mobile application and may continue
to increase in the future as the mobile application’s availability expands. In addition, technology is subject to rapid change and
we cannot guarantee that our competitors may not implement more advanced technology platforms for their products, which could affect our
business. Any inaccuracies, delays, system failures or breaches, or advancements in technology, and the cost necessary to address them,
could subject us to client dissatisfaction and losses or result in material financial loss, regulatory violations, reputational harm or
legal liability, which, in turn, could cause a decline in our earnings or stock price.

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A failure to effectively manage the development and use of
AI, combined with an evolving regulatory environment, could have an adverse effect on our growth, reputation or business.

We use AI, including machine learning, in our business and expect to continue
to expand our AI capabilities, including through generative AI. AI methods are complex and rapidly evolving, and their introduction into
new or existing processes may result in new or enhanced governmental or regulatory scrutiny, intellectual property or other litigation,
data protection and confidentiality concerns, information security risks, social or ethical challenges, competitive harm or other complications.
For example, datasets used to develop and test AI models, the content generated by AI systems, or AI-driven decision-making processes
may be found to be insufficient, biased or harmful, or lead to adverse business decisions or operating errors. AI technologies, including
generative AI, may also produce content that appears credible but is factually inaccurate or flawed or legally problematic, increasing
regulatory, reputational and legal risks. The use of AI technologies may also increase the risk of inadvertent disclosure or misuse of
our proprietary or confidential information. In addition, intellectual property ownership and licensing rights, including copyright, surrounding
AI technologies remain uncertain, as U.S. courts and regulatory bodies have yet to address key issues. Furthermore, AI-related regulations
are evolving globally, with emerging frameworks such as the EU AI Act and increasing scrutiny from U.S. federal and state regulators,
including the Federal Trade Commission and SEC. Efforts to incorporate AI technologies responsibly require continued investment in operational
controls and procedures, development and implementation of appropriate protections and safeguards for data use, including with respect
to data leakage, and compliance with evolving regulatory requirements. Our competitors may adopt or deploy AI technologies more effectively
or more rapidly than we do, which could place us at a competitive disadvantage with respect to operational efficiency, cost management
or market participation. Any failure to successfully integrate AI technologies, respond to client or market demands or effectively manage
AI-related risks could harm our growth and reputation, adversely impact product offerings, client interactions or business initiatives,
and expose us to legal and regulatory liabilities and additional costs, including regulatory fines or sanctions, which may cause our AUM,
revenues and earnings to decline.

Human Capital Risks

Our ability to operate effectively could be impaired if we
fail to retain or recruit key personnel.

The success of our business is highly dependent
on our ability to attract, retain and motivate skilled employees across operations, product development, research, technology, sales and
marketing. Our U.S. employees generally may voluntarily terminate their employment at any time. The market for these individuals is extremely
competitive and is likely to become more so as additional investment management firms enter the ETP industry and as the digital assets
market continues to develop. Our compensation methods may not enable us to recruit and retain required personnel. For example, price volatility
in our common stock may impact our ability to effectively use equity grants as an employee compensation incentive. Also, we may need to
increase compensation levels, which would decrease our net income or increase our losses. If we are unable to retain and attract key personnel,
it could have an adverse effect on our business, our results of operations and financial condition.

Our ability to successfully operate and grow the acquired Ceres business
depends on the retention of key personnel, and the loss of such individuals could adversely affect our business.

The success of the acquired Ceres business is highly dependent on the continued
service of certain key investment, operational and management personnel with specialized expertise, client relationships and knowledge
of the acquired strategies. The integration of Ceres into our organization may create uncertainty among employees and could result in
increased attrition, particularly if compensation structures, incentive arrangements, roles or cultural dynamics change or if market conditions
adversely affect compensation outcomes. If we are unable to retain key personnel or effectively recruit and integrate additional talent
necessary to support and grow the acquired business, our ability to execute our strategy, maintain investment performance and realize
the anticipated benefits of the acquisition could be materially adversely affected.

Expense and Cash Management Risks

Our expenses are subject to fluctuations that could materially
affect our operating results.

Our results of operations are impacted by the
magnitude of our expenses and may fluctuate as a result of inflation, as well as discretionary spending, including additional headcount,
accruals for incentive compensation, marketing, advertising, sales and other expenses we incur in our operations. As we continue to invest
in our digital assets business, related expenses may exceed initial expectations in both the near and long term. Accordingly, fluctuations
in our expenses could materially affect our operating results and may vary from quarter to quarter.

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Legal and Regulatory Risks

Compliance with extensive, complex and changing regulation
imposes significant financial and strategic costs on our business, and non-compliance could result in fines and penalties.

We are subject to extensive regulation of our business and operations.
Two of our U.S. subsidiaries, WTAM and WT Digital Management, are registered investment advisers and are subject to oversight by the SEC
pursuant to its regulatory authority under the Investment Advisers Act. We also must comply with certain requirements under the Investment
Company Act with respect to our U.S. listed ETFs for which WTAM acts as investment adviser and with respect to our Digital Funds for which
WT Digital Management acts as an investment adviser. WTAM is also a member of the NFA and registered as a commodity pool operator for
certain of our ETFs. As a commodity pool operator, we are subject to oversight by the NFA and the CFTC pursuant to regulatory authority
under the Commodity Exchange Act. In addition, the content and use of our marketing and sales materials and the conduct of our sales
force in the U.S. regarding our U.S. listed ETFs and Digital Funds are subject to the regulatory authority of FINRA. The SEC also has
recently adopted rule amendments that are designed to modernize sales and marketing materials and, as a result, could impact our marketing
materials. We are also subject to foreign laws and regulatory authorities with respect to operational aspects of our products that invest
in securities of issuers in foreign countries, in the marketing, offer and/or sales of our products in foreign jurisdictions and in our
offering of investment products domiciled outside of the U.S., such as our ETPs issued by the ManJer Issuers, UCITS ETFs and ETPs issued
by WMAI.

Each of the regulatory bodies with jurisdiction
over us has regulatory powers over many aspects of our business, including the authority to grant, and, in specific circumstances to cancel,
permissions to carry on particular businesses. Our ETPs’ and Digital Funds’ failure to comply with applicable laws or regulations
has in the past, and could in the future, result in fines, censure, suspensions of personnel or other sanctions, including revocation
of our registration as an investment adviser.

Even if a sanction imposed against us, our personnel
or our ETPs or Digital Funds is small in monetary amount, the adverse publicity arising from the imposition of sanctions against us, our
personnel or our ETPs or Digital Funds by regulators could harm our reputation and thus result in redemptions from our products and impede
our ability to retain and attract investors in WisdomTree ETPs and Digital Funds, all of which may reduce our revenues.

We face the risk of significant intervention
by regulatory authorities, including extended investigation activity, adoption of costly or restrictive new regulations and judicial or
administrative proceedings that may result in substantial penalties. Among other things, we have been and could be fined or be prohibited
from engaging in some of our business activities. The requirements imposed by our regulators are designed to ensure the integrity of the
financial markets and to protect investors in our products and our advisory clients and are not designed to protect our stockholders.
Consequently, these regulations often serve to limit our activities, including through investor protection and market conduct requirements.

The regulatory environment in which we operate
also is subject to modifications and further regulation. Concerns have been raised at various times about ETFs’ possible contribution
to market volatility as well as the disclosure requirements applicable to certain types of more complex ETFs. In addition, the SEC approved
a broad set of rules regarding data reporting and fund liquidity, fund valuation, funds’ use of derivatives and funds’ names,
which impose additional expense and require additional administrative services and requirements, among other matters, to comply with these
rules. New laws or regulations, or changes in the enforcement of existing laws or regulations, applicable to us or investors in our products
also may adversely affect our business, and our ability to function in this environment will depend on our ability to constantly monitor
and react to these changes. Compliance with new laws and regulations may result in increased compliance costs and expenses.

Specific regulatory changes also may have a
direct impact on our revenues. In addition to regulatory scrutiny and potential fines and sanctions, regulators continue to examine different
aspects of the asset management industry. New regulations, revised regulatory or judicial interpretations, revised viewpoints, outcomes
of lawsuits against other fund complexes or growth in our ETP and Digital Fund assets and/or profitability related to the annual approval
process for investment advisory agreements may result in the reduction of fees under these agreements, which would mean a reduction in
our revenues or otherwise may lead to an increase in costs or expenses.

Our operations outside the U.S. are subject
to the laws and regulations of various non-U.S. jurisdictions and non-U.S. regulatory agencies and bodies. As we have expanded our international
presence, a number of our subsidiaries and international operations have become subject to regulatory systems in various jurisdictions,
comparable to those covering our operations in the U.S. Regulators in these non-U.S. jurisdictions may have broad authority with respect
to the regulation of financial services including, among other things, the authority to grant or cancel required licenses or registrations.

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Our acquisition of Ceres may subject us to expanded and evolving
regulatory requirements and increased supervisory oversight, which could adversely affect our business.

As a result of the Ceres Acquisition, we have
expanded into investment strategies, products and markets that are subject to regulatory regimes and supervisory expectations that differ
from, and in certain respects are more complex than, those applicable to our traditional ETP business. These expanded activities may subject
us to additional oversight by the SEC and other regulatory authorities, including with respect to certain private fund adviser requirements,
disclosure obligations, valuation practices, conflicts of interest, liquidity management and investor protection. Regulatory requirements
applicable to private and alternative investment strategies continue to evolve, and changes in laws, rules, interpretations or enforcement
priorities could increase compliance costs, restrict our activities or require modifications to our business practices or organizational
structure. In addition, we may be subject to more frequent or more detailed regulatory examinations, inquiries or information requests,
and any failure to comply with applicable regulatory requirements could result in fines, sanctions, remediation obligations, reputational
harm or limitations on our ability to operate or grow these businesses, any of which could materially adversely affect our business, results
of operations and financial condition.

From time to time, we may be involved in legal proceedings
that could require significant management time and attention, possibly resulting in significant expense or in an unfavorable outcome,
which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

From time to time, we may be subject to litigation. In any litigation in
which we are involved, we may be forced to incur costs and expenses to defend ourselves or to pay a settlement or judgment or comply with
any injunctions in connection therewith if there is an unfavorable outcome. The expense of defending litigation may be significant. The
amount of time to resolve lawsuits is unpredictable and defending ourselves may divert management’s attention from the day-to-day
operations of our business, which could adversely affect our business, results of operations, financial condition and cash flows. In addition,
an unfavorable outcome in any such litigation, including actual and potential claims by investors in our WisdomTree WTI Crude Oil 3x Daily
Leveraged ETP totaling approximately €23.6 million ($27.8 million), could have a material adverse effect on our business, results
of operations, financial condition and cash flows. See Note 14 to our Consolidated Financial Statements for additional information.

We may from time to time be subject to claims of infringement
of third-party intellectual property rights, which could harm our business.

Third parties may assert against us alleged
patent, copyright, trademark or other intellectual property rights to intellectual property that is important to our business. Any claims
that our products or processes infringe the intellectual property rights of others, regardless of the merit or resolution of such claims,
could cause us to incur significant costs in responding to, defending and resolving such claims, and may divert the efforts and attention
of our management from our business. As a result of such intellectual property infringement claims, we could be required or otherwise
decide that it is appropriate to:

The occurrence of any of the foregoing could
result in unexpected expenses, reduce our revenues and adversely affect our business and financial results.

We have been issued trademark and other intellectual property
rights but may not be able to enforce or protect such intellectual property rights, which may harm our business.

Although we have trademarks, including the
marks WisdomTree®, WisdomTree Prime®
and Modern Alpha®, and other intellectual property rights that are registered in the
U.S. and certain other countries, including a patent relating to our index methodology and the operation of our ETFs, our ability to
enforce such intellectual property rights is subject to general litigation risks. If we cannot successfully enforce our intellectual
property rights, we may lose the value of our brand and business reputation. If we seek to enforce our rights, we could be subject to
litigation, including challenges to our registered intellectual property rights and claims that our intellectual property rights are
invalid or are otherwise not enforceable in jurisdictions where our intellectual property rights are not registered. Furthermore, our
assertion of intellectual property rights could result in the other party seeking to assert alleged intellectual property rights of its
own or assert other claims against us, which could harm our business. If we are not ultimately successful in defending ourselves against
these claims in litigation, we may be subject to the risks described in the immediately preceding risk factor entitled “We may
from time to time be subject to claims of infringement of third-party intellectual property rights, which could harm our business.”
Additionally, unauthorized third parties may attempt to misuse our trademarks or brand identity, including through impersonation schemes
or fraudulent activities in certain jurisdictions. While we take steps to address such misuse, our ability to prevent or mitigate these
activities may be limited, and such fraudulent actions could harm our business, reputation, or customer relationships.

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Digital Assets Risks

As we expand our digital assets product offerings
and services beyond our existing ETP business, we believe the risks associated with our digital assets business include, but are not limited
to, the following:

Competition risks

Competition in the digital assets industry on a global basis is increasing,
ranging from large, established financial incumbents to smaller, early-stage financial technology providers and companies. There are jurisdictions
with more stringent and robust regulatory and compliance requirements than others which could impact a company’s ability to compete
in the digital assets industry. Our ability to successfully compete will depend largely on offering innovative products through digital
asset exposures (and more broadly in blockchain-enabled financial services, including savings and payments), having strong internal controls
and risk management infrastructure to enable customer trust, embracing regulation, developing strategic partnerships with participants
in the digital assets ecosystem and broader financial services ecosystem, promoting thought leadership and consumer education or awareness,
building upon our brand and attracting and retaining talented employees. Failure to do so could negatively impact the success of our digital
assets business.

New product risks

We have and may continue to spend substantial
time and resources developing our digital assets product offerings and services. If these products and services are not successful, or
their implementation or launches are delayed, including in connection with our inability to obtain new product regulatory approvals, we
may not be able to offset their costs, which could have an adverse effect on our business, reputation, financial condition and operating
results.

Our digital assets business subjects
us to risks similar to those associated with any new product offerings, including, but not limited to, our ability to accurately
anticipate market demand and adoption, technical issues with the operation of the products, and legal and regulatory risks as discussed
herein. Substantial risks and uncertainties are associated with the introduction of new products and services, including rapid technological
change in the industry, significant and ongoing investments required to bring new products and services to market in a timely manner at
competitive prices, protection of intellectual property and other confidential information, the competition for employees with the necessary
expertise and experience, and producing sales and other materials that fully and accurately describe the product or service and its underlying
risks and that are compliant with applicable regulations. New products or services may fail to operate or perform as expected and may
not produce anticipated efficiencies, savings or benefits. Our failure to manage these risks and uncertainties also exposes us to enhanced
risk of operational lapses and third-party claims, which may result in the recognition of financial statement liabilities.

Failure to successfully manage these risks in
the development and implementation of our digital assets business could have a material adverse effect on our business, reputation, financial
condition and operating results.

Third-party service provider risks

We rely on third-party service providers in connection with different facets
of our digital assets business, including but not limited to custodial arrangements, blockchain and wallet infrastructure, banking relationships,
cloud computing, payment platforms and processors, data infrastructure, customer support, compliance support and product development,
including mobile application development, all of which are critical to the success of our digital assets business. The loss of, or interruption
of service from, a critical third-party service provider could adversely impact our digital assets business, operating results and financial
condition. We may incur significant costs to resolve any such disruptions in service. In addition, such third-party service providers
may be subject to financial, legal, regulatory and labor issues, data security and cybersecurity incidents, denial-of-service attacks,
sabotage, privacy breaches or violations, fraud and other misconduct, which could directly or indirectly have an impact on our digital
assets products and services. If any third-party service provider fails to adequately or appropriately render services or fails to meet
its contractual requirements, including compliance with applicable laws and regulations, we could be subject to regulatory enforcement
actions and claims from third parties, including our customers, and suffer economic and reputational harm that could have an adverse effect
on our digital assets business, operating results and financial condition.

Cybersecurity risks

The use of various technologies is vital to
our digital assets business and will become more prevalent, which will make us more susceptible to operational and data security risks
resulting from a breach in cybersecurity, including cyberattacks. A breach in cybersecurity, intentional or unintentional, may have an
adverse impact on our digital assets business in many ways, including but not limited to, the loss or destruction of proprietary information,
theft or corruption of data, denial-of-service attacks on websites or network resources, and the unauthorized release or misuse of confidential
information.

Regulatory risks

The digital assets industry is rapidly evolving
at an unprecedented rate. There is a high degree of regulatory uncertainty associated with the digital assets industry, which means that
the products and services our digital assets business provides or may provide in the future could subject us to enhanced regulatory scrutiny
or otherwise materially impact the quality or nature of such products or services. Recent changes in the U.S. administration, Congress
and U.S. federal agencies may result in significant regulatory and policy developments relating to digital assets, including those that
may affect our operating environment in substantial and unpredictable ways by changing the costs of doing business, the scope of permissible
activities and competitive factors in the digital assets industry. The effect of any future legal or regulatory change or interpretation
both domestically and internationally is unknown and such change could be substantial and adverse to our digital assets business.

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In addition, we are actively engaged with a variety of U.S. federal and
state regulators (e.g., the SEC, FINRA, NYDFS and other state regulators) to secure, as necessary, or maintain the appropriate regulatory,
registration and/or licensing approvals for various business initiatives and operations, including but not limited to: a New York state-chartered
limited purpose trust company; money services and money transmitter business; limited purpose broker-dealer; transfer agent; investment
adviser; and investment funds. As we seek to expand globally, similar approvals and/or reliance on exemptions will be required in applicable
foreign markets, which also may involve approvals specific to a digital assets or related business. As we secure the appropriate regulatory,
registration and/or licensing approvals, or otherwise rely on, seek or confirm exemptions therefrom, in connection with our digital assets
business, we are and will be subject to a myriad of complex and evolving global policy frameworks and associated regulatory requirements
that we need to comply with, or otherwise be exempt from, to ensure our digital assets products and services are successfully brought
to different markets in a compliant manner. Failure to secure and/or comply with any such approvals and exemptions could result in, among
other things, revocation of required licenses or registrations, loss of approved status, private litigation, administrative enforcement
actions, sanctions, civil and criminal liability, and constraints on our ability to continue to operate our digital assets business, and
have an adverse effect on our digital assets business.

Blockchain infrastructure risks

The consensus or governance mechanisms of blockchain
networks are subject to change and malfunctions and may not receive adequate adoption from users and miners, which could negatively impact
the blockchain network’s ability to scale and improve programmability, transparency, auditability and security. In addition, blockchain
networks face significant challenges in connection with the volume, speed, security and cost of transactions, and their efforts to increase
or enhance such characteristics of the blockchain network may not be successful or adversely affect other characteristics of the blockchain
network. If the digital asset awards for verifying and confirming transactions on a blockchain network are not sufficiently high to incentivize
miners, miners may cease to verify and confirm such transactions or otherwise demand higher fees, which could negatively affect the value
of a digital asset.

Blockchain technology risks

Blockchain technology is a relatively new, untested
technology and rapidly evolving field that operates as a distributed ledger. Blockchain systems could be vulnerable to fraud, particularly
if a significant minority of participants colluded to defraud the rest. Access to a given blockchain requires an individualized key, which
if compromised, could result in loss due to theft, destruction or inaccessibility. There is little regulation of blockchain technology
other than the intrinsic public nature of the blockchain system. Any future regulatory developments could affect the viability and expansion
of our use of blockchain technology. There are currently a number of competing blockchain platforms with competing intellectual property
claims. The uncertainty inherent in these competing technologies could cause companies to use alternatives to blockchain. In addition,
blockchain networks may undergo technological developments, such as the Ethereum blockchain’s change in September 2022 from proof-of-work
mining to a blockchain based on proof-of-stake validation and the implementation of EIP-4844 in March 2024, which enhances data availability
and reduces costs for rollups. These technological advancements may introduce new risks, including potential vulnerabilities in consensus
mechanisms and data propagation challenges. Segments of the mining community were against the proof-of-stake validation change, which
was complex and involved a merger of the then existing Ethereum blockchain with the new Ethereum blockchain, which could potentially lead
to greater centralization. Further, certain miners and other users resisted adoption of the new Ethereum blockchain and it is possible
that the two Ethereum blockchains (among potentially others) will endure and compete going forward, which may also slow or impede transactions.
The risks associated with blockchain technology may not fully emerge until the technology is more widely adopted, which could adversely
impact our digital assets business.

Fork risks

Blockchain software is generally open-source.
Any user can download the software, modify it and then propose that the blockchain network adopt the modification. When a modification
is introduced and a substantial majority of users consent to the modification, the change is implemented and the blockchain network remains
uninterrupted. However, if less than a substantial majority of users consent to the proposed modification, and the blockchain consensus
mechanism, such as that used by Ethereum, allows for the modification to nonetheless be implemented by some users and the modification
is not compatible with the software prior to its modification, the consequence would be what is known as a “fork” (i.e., “split”)
of the blockchain network (and the blockchain), with one version running the pre-modified software and the other running the modified
software. The effect of such a fork would be the existence of two (or more) versions of the blockchain network running in parallel, but
with each version’s native asset lacking interchangeability. Additionally, a fork could be introduced by an unintentional, unanticipated
software flaw in the multiple versions of otherwise compatible software users run. If a fork occurs, the original blockchain and the forked
blockchain could potentially compete with each other for users and other participants, leading to a loss of these for the original blockchain.
A fork could adversely affect our digital assets business.

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Anti-Money Laundering (“AML”) risks

The decentralized infrastructure and anonymous
or pseudonymous nature of digital assets could facilitate and create the opportunity for money laundering and terrorist financing activities,
thereby circumventing certain anti-money laundering and counter terrorist financing laws and regulations designed to prevent financial
crimes which could negatively impact our digital assets business. In addition, certain aspects of our digital assets business will have
significantly greater anti-money laundering risk, including risk of fines or sanctions, than our historical ETP business due to the greater
number of potential customers, which may also include customers considered to be higher risk and/or customer types considered to be higher
risk, for which anti-money laundering and related obligations will apply.

Data privacy risks

In connection with the products or services
offered by our digital assets business, we may collect, store, process, or transmit nonpublic information (including personally identifiable
information and sensitive personally identifiable information) of a customer or consumer to a significantly greater extent than in our
historical ETP business. Any change or failure to comply with data privacy laws or regulations related to the collection, processing,
use and storage of such nonpublic information could materially affect our digital assets business and overall financial health.

Other risks

The risk of loss in purchasing, selling, trading,
using or holding digital assets can be substantial. The price and liquidity of digital assets may be subject to high degrees of volatility
resulting in large deviations or fluctuations from normalized levels. There is also heightened custodial risk due to the unique safekeeping
attributes associated with public and private keys of digital assets.

Ceres Risks

Through our acquisition of Ceres, we entered the private asset markets
and may not be successful.

Acquiring Ceres marked our entry into the private asset markets, specifically
farmland. There is significant competition in the private asset markets and real estate industry. There can be no assurance that we will
be successful in the private assets market, that Ceres will be able to raise additional capital for Ceres’ funds, that Ceres will
achieve its objectives and operate successfully, that we will have a suitable return on our investment in Ceres or that we will be able
to recover the costs we have incurred in acquiring Ceres. Our management team currently has limited experience in private asset markets
and no direct experience in farmland investments and is largely dependent on the experience and performance of key employees of Ceres.
Although we have entered into employment agreements with certain key employees of Ceres, there can be no assurance that such employees
will continue their employment with us. Loss of key employees of Ceres could have a material adverse effect on our ability to implement
our business strategy and to achieve our objectives with respect to the Ceres Acquisition.

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

Ceres provides investment advisory services to, and manages, private funds,
and a separate pooled investment vehicle, Ceres Farms, that invests its assets in farmland real estate. 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Ceres continues to evaluate opportunities to grow its business, including
through the acquisition and leasing of properties for solar energy generation and artificial intelligence (AI) data infrastructure, and
the monetization of water rights. While Ceres Farms currently leases certain properties for solar energy use or development and may expand
such arrangements, there can be no assurance that it will be able to identify, negotiate or execute additional opportunities on favorable
terms or at all. Ceres’ efforts to pursue strategic adjacencies or enter new markets may be hindered by a variety of factors, including
regulatory or permitting challenges, lack of demand, competition, technological or infrastructure constraints or insufficient capital
investment. There can be no assurance that Ceres’ initiatives to explore new business opportunities, enter new markets or make investments
or acquisitions will benefit our or its business operations, generate sufficient revenues to offset related costs, or produce the anticipated
benefits of past or future investments.

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Other Company Risks

Responding to actions of activist stockholders against us has
been costly and the possibility that activist stockholders may wage proxy contests or contested solicitations or seek representation on
our Board of Directors in the future may be disruptive and cause uncertainty about the strategic direction of our business.

Activist stockholders may from time to time
attempt to effect changes in our strategic direction, and in furtherance thereof, may seek changes in how the Company is governed. Our
Board of Directors and management strive to maintain constructive, ongoing communications with our stockholders and welcome their views
and opinions with the goal of enhancing value for all stockholders. However, an activist campaign that seeks to replace or remove members
of our Board of Directors or changes in our strategic direction could have an adverse effect on us because:

A change of control of our Company would automatically terminate
our investment management agreements relating to the WisdomTree U.S. listed ETFs and Digital Funds, unless the Board of Trustees of the
WisdomTree Trust, WisdomTree Digital Trust and shareholders of each voted to continue the agreements. A change in control could occur
if a third party were to acquire a controlling interest in our Company.

Under the Investment Company Act, an investment
management agreement with a fund must provide for its automatic termination in the event of its assignment. The fund’s board must
vote to continue such an agreement following any such assignment and the shareholders of the WisdomTree Trust and WisdomTree Digital Trust
must approve the assignment. The cost of obtaining such shareholder approval can be significant and ordinarily would be borne by us. Similarly,
under the Investment Advisers Act, a client’s investment management agreement may not be “assigned” by the investment
adviser without the client’s consent.

An investment management agreement is considered
under both acts to be assigned to another party when a controlling block of the adviser’s securities is transferred. Under both
acts, there is a presumption that a stockholder beneficially owning 25% or more of an adviser’s voting stock controls the adviser
and conversely a stockholder beneficially owning less than 25% is presumed not to control the adviser. In our case, an assignment of our
investment management agreements may occur if a third party were to acquire a controlling interest in our Company. We cannot be certain
that the Trustees of the WisdomTree Trust and WisdomTree Digital Trust would consent to assignments of our investment management agreements
or approve new agreements with us if a change of control occurs. And even if such approval were obtained, approval from the shareholders
of the WisdomTree Trust and WisdomTree Digital Trust would be required to be obtained; such approval could not be guaranteed and even
if obtained, likely would result in significant expense. This restriction may discourage potential purchasers from acquiring a controlling
interest in our Company.

Our revenues could be adversely affected if the Independent
Trustees of the WisdomTree Trust or WisdomTree Digital Trust, as applicable, do not approve the continuation of our advisory agreements
or determine that the advisory fees we receive from the WisdomTree U.S. listed ETFs or Digital Funds should be reduced.

Our revenues are derived primarily from investment
advisory agreements with related parties. Our advisory agreements with the WisdomTree Trust and WisdomTree Digital Trust, and the fees
we collect from the WisdomTree U.S. listed ETFs and Digital Funds are subject to review and approval by the Independent Trustees of the
WisdomTree Trust and WisdomTree Digital Trust, as applicable. The advisory agreements are subject to initial review and approval. After
the initial two-year term of the agreement for each ETF or Digital Fund, the continuation of such agreement must be reviewed and approved
at least annually by a majority of the Independent Trustees. In determining whether to approve the agreements, the Independent Trustees
consider factors such as the nature and quality of the services provided by us, the fees charged by us and the costs and profits realized
by us in connection with such services, as well as any ancillary or “fall-out” benefits from such services, the extent to
which economies of scale are shared with the WisdomTree U.S. listed ETFs or Digital Funds, and the level of fees paid by other similar
funds. Our revenues would be adversely affected if the Independent Trustees do not approve the continuation of our advisory agreements
or determines that the advisory fees we charge to any particular fund are too high, resulting in a reduction of our fees.

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Damage to our reputation could adversely affect our business.

We believe we have developed a strong brand
and a reputation for innovative, thoughtful products, favorable long-term investment performance and excellent client services. The WisdomTree
name and brand is a valuable asset and any damage to it could hamper our ability to maintain and grow our AUM and attract and retain employees,
thereby having a material adverse effect on our revenues. Risks to our reputation may range from regulatory issues to unsubstantiated
accusations. Managing such matters may be expensive, time-consuming and difficult.

Risks Relating to our Common Stock
and Convertible Notes

The market price of our common stock has been fluctuating significantly
and may continue to do so, and you could lose all or part of your investment.

The market price of our common stock has been
fluctuating significantly and may continue to do so, depending upon many factors, some of which may be beyond our control, including:

In addition, stock markets in general have experienced
volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely
affect the trading price of our common stock. Furthermore, in the past, market fluctuations and price declines in a company’s stock
have led to securities class action litigations or other derivative stockholder lawsuits. If such a suit were to arise, it could cause
substantial costs to us and divert our resources regardless of the outcome.

If equity research analysts issue unfavorable commentary or
downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock relies
in part on the research and reports that equity research analysts publish about us and our business. We do not control the opinions of
these analysts. The price and trading volume of our common stock could decline if one or more equity analysts issue unfavorable commentary
or downgrade our common stock or cease publishing reports about us or our business.

We may not have the ability to raise the funds necessary to
settle conversions of the Convertible Notes, repurchase the Convertible Notes upon a fundamental change, or refinance our Convertible
Notes upon maturity.

We currently have
outstanding $150.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2026, $345.0 million in aggregate principal
amount of 3.25% Convertible Senior Notes due 2029 and $475.0 million in aggregate principal amount of 4.625% Convertible Senior Notes
due 2030, 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.

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The conditional conversion feature of the Convertible Notes,
if triggered, may adversely affect our financial condition and liquidity.

The conditional
conversion feature of the Convertible Notes, if triggered, will entitle holders to convert the notes at any time during specified
periods at their option, as described in the indentures. If one or more holders elect to convert their notes,
we would be required to settle any converted principal through the payment of cash, which could adversely affect our liquidity.

Future issuances of our common stock or equity-linked securities
could lower our stock price and dilute the interests of existing stockholders.

We may issue additional shares of our common
stock or equity-linked securities in the future, either in connection with an acquisition or for other business reasons. The issuance
of a substantial amount of common stock or equity-linked securities could have the effect of substantially diluting the interests of our
current stockholders. In addition, the sale of a substantial amount of common stock or equity-linked securities in the public market,
either in the initial issuance or in a subsequent resale by the target company in an acquisition which received such common stock as consideration
or by investors who acquired such common stock in a private placement, could have a material adverse effect on the market price of our
common stock.

Provisions in our certificate of incorporation and by-laws
may prevent or delay an acquisition of our Company, which could decrease the market value of our common stock.

Provisions of Delaware law, our certificate
of incorporation and our by-laws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may
consider favorable. These provisions may also prevent or delay attempts by stockholders to replace or remove our current management or
members of our Board of Directors. These provisions include:

In addition, we are subject to the provisions
of Section 203 of the Delaware General Corporation Law, which limits business combination transactions with stockholders of 15% or more
of our outstanding voting stock that our Board of Directors has not approved. These provisions and other similar provisions make it more
difficult for stockholders or potential acquirers to acquire us without negotiation. These provisions may apply even if some stockholders
may consider the transaction beneficial to them.

As a result, these provisions could limit the
price that investors are willing to pay in the future for shares of our common stock. These provisions might also discourage a potential
acquisition proposal or tender offer, even if the acquisition proposal or tender offer is at a premium over the then current market price
for our common stock.

The payment of dividends to our stockholders and our ability
to repurchase our common stock is subject to the discretion of our Board of Directors and may be limited by our financial condition and
any applicable laws.

Any determination as to the payment of dividends
or stock repurchases, as well as the level of such dividends or repurchases, will depend on, among other things, general economic and
business conditions, our level of AUM, our strategic plans, our financial results and condition, limitations associated with new credit
facilities or other agreements that could limit the amount of dividends we are permitted to pay or the stock we may repurchase, and any
applicable laws, including the Inflation Reduction Act, which includes an excise tax that would impose a 1% surcharge on stock repurchases.
If, as a consequence of these various limitations and restrictions, we are unable to generate sufficient income from our business, we
may need to reduce or eliminate the payment of dividends on our common stock or cease repurchasing our common stock. Any change in our
stock repurchases or the level of our dividends or the suspension of the payment thereof could adversely affect our stock price.

In addition, our Board of Directors is authorized,
without stockholder approval, to issue preferred stock with such terms as our Board of Directors may, in its discretion, determine. Our
Board of Directors could, therefore, issue preferred stock with dividend rights superior to that of the common stock, which could also
limit the payment of dividends on the common stock.