Bullish (BLSH)

Overview

Bullish is an institutionally focused global digital asset platform focused on providing market infrastructure and information services that reports as a single operating and reportable segment. Our products and services are designed to help institutions grow their businesses, empower individual customers, and drive the adoption of stablecoins, digital assets, and blockchain technology.

Bullish, operating under the “Bullish” and “CoinDesk” brands, offers several distinct but complementary services in the digital assets industry. See “Item 4. Information on the Company” in this Annual Report on From 20-F for an overview of our Market Infrastructure and Information Services businesses.

Key Factors Affecting Our Performance

The growth and success of our business as well as our financial condition and operating results have been, and will continue to be affected by factors such as the adoption of digital assets, price and volatility of digital assets, broadening of institutional investor needs, strategic acquisitions and investments, customer concentration, and regulatory developments and requirements across multiple jurisdictions. See the “Risk Factors” and “Business Overview” sections in this Annual Report on Form 20-F for detailed descriptions on these factors and their impact on our business and our performance.

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Results of Operations

The following table summarizes the historical consolidated statements of operations data for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively.

Components of Result of Operations

Digital assets sales

Digital assets sales comprise the gross sales proceeds of all digital assets sold by us (or our subsidiaries) as principal for accounting purposes, primarily in connection with customer spot trades on the Bullish Exchange, and the proceeds include both our carrying value of the digital assets sold and any spread and transaction fees we charged that we realize on the transaction. The sales of digital assets on the Bullish Exchange (referred to “on Exchange”) are related to our assets provided through AMMI to foster liquidity. Sales on other trading venues or exchanges or directly with other counterparties including market makers or liquidity providers are referred to “on other venues”).

Cost of digital assets derecognized

Cost of digital assets derecognized represents the fair value of the digital assets at the time of disposal.

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Other revenues

Other revenues primarily include:

Change in fair value of digital assets held, net

Change in fair value of digital assets held, net relates the net aggregated realized (except otherwise reflected digital assets sales or cost of digital assets derecognized) and unrealized gain or loss across various types of assets and liabilities for which we record period to period fair value changes for purposes of profit and loss (“mark-to-market”) as required or permitted by IFRS.

Net spread related income and change in fair value of perpetual futures on the Exchange

Reflects net spread, funding, and change in fair value of our perpetual futures positions traded on our Exchange for the relevant period.

Change in fair value of investment in financial assets

Change in fair value of investments in financial assets includes realized and unrealized gains and losses on our investments in financial assets e.g. digital assets spot exchange-traded and private funds.

Administrative expenses

Administrative expenses include compensation and benefits (including share-based compensation expense), legal and professional fees and service fees paid to block.one, a related party.

Other expenses

Other expenses include technology and software costs, depreciation, marketing and advertising, event production expenses and custody fees.

Finance expenses

Finance expenses include costs of borrowing digital assets and fiat from customers and counterparties. Borrowed digital assets and fiat are utilized for general corporate purposes as well as in our trading and lending operations. Interest expense on debt includes coupon interest expense, as well as amortization of debt discounts and debt issuance cost.

Change in fair value of derivatives

Change in fair value of derivatives includes the realized and unrealized fair value gains and losses on over-the- counter and exchange-traded derivatives financial instruments.

Change in fair value of financial liability at FVTPL

Change in fair value of financial liabilities at FVTPL primarily includes the net realized and unrealized gains or losses on our borrowings from related parties, excluding any interest paid and changes in fair value attributable to changes in our credit risk.

Revaluation of digital assets held as investments

The revaluation of digital assets held as investments in Other Comprehensive Income (OCI) represents the revaluation gain as a result of the Group’s strategic shift effective January 1, 2024. Previously, digital assets were all classified as inventories under IAS 2 and were used primarily for market-making, with changes in fair value recognized in consolidated statement of profit or loss. Starting in 2024, the Group reclassified certain digital assets not used for market-making as indefinite-life intangible assets using the revaluation model under IAS 38.

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This change aligns with the Group’s focus on long-term investment and capital appreciation. The revaluation in OCI reflects changes in the fair value of these assets, emphasizing their role as long-term investments. This reclassification ensures that financial statements accurately represent the Group’s strategic objectives and financial position, reflecting a business model transformation to manage digital assets for both market- making and investment purposes. As part of this investment strategy, these digital assets are also utilized to provide liquidity to Decentralized Finance (DeFi) protocols in return for yield. This income is recognized within the “revaluation of digital assets held as investments” in OCI, alongside the fair value changes of the underlying digital assets.

Non-controlling interests

Non-controlling interests as of December 31, 2025 reflect the equity interests in BMC1, held by Thomas W. Farley, our Chief Executive Officer, and David W. Bonanno, our Chief Financial Officer, which are subject to time vesting and performance conditions. As of December 31, 2025 and December 31, 2024, with respect to equity interests in BMC1 subject to time vesting and performance conditions, the vested portion represents approximately 3.9% and 0.8%, respectively, of the overall equity in BMC1. Assuming all time vesting and performance conditions are met, Mr. Farley and Mr. Bonanno may exchange their BMC1 Equity for an aggregate of 5,213,528 and 1,861,976 Ordinary Shares, respectively, at any time following the completion of this offering. See “Management — Thomas W. Farley Incentive Unit Grant Agreements and — David W. Bonanno Incentive Unit Grant Agreements” for more information about Mr. Farley’s and Mr. Bonanno’s BMC1 Equity. As of December 31, 2024 there were 233,036 shares of Bullish Global, which represented .2% of the overall equity in Bullish Global, that were issued pursuant to exercise of options granted to a service provider included in non-controlling interests. On July 31, 2025, each of these shares were fully exchanged for 233,036 Class A shares and therefore are no longer reflected in non-controlling interests as of December 31, 2025.

Comparison of the years ended December 31, 2025, 2024, and 2023

Digital asset sales, costs of digital assets derecognized

The following tables summarize the disaggregation of digital assets sales and cost of digital asset derecognized by venues for the years ended December 31, 2025, 2024 and 2023:

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The decrease in digital asset sales and corresponding decrease in total digital assets derecognized for the year ended December 31, 2025 compared to the year ended December 31, 2024 was substantially attributable to changes in spot trading volume as well as average overall trading spread, both of which were impacted by market volatility during the year.

The increase in digital asset sales and corresponding increase in total digital asset derecognized for the year ended December 31, 2024 compared to the year ended December 31, 2023 was substantially attributable to increases in overall spot trading volume, which was impacted by the appreciation of digital assets prices and increase of our market share, partially offset by a decrease in overall average trading spread, reflecting both our competitive pricing strategies and the decreased volatility in digital asset prices.

Other revenues

Changes for the year ended December 31, 2025 compared to the year ended December 31, 2024

The increase in other revenues is attributable to the increase in incentive fee income related to our liquidity services offering and well as increases in other various revenue streams including promotion rewards income, finance income, and return on fund investments, gains on digital asset investments, and growth across all CoinDesk revenue streams.

Changes for the year ended December 31, 2024 compared to the year ended December 31, 2023

The increase in other revenue was primarily related to a full year of revenue contribution related to the CoinDesk acquisition, a higher number of liquidity services provided, and enhanced returns from staking activities and strategic investments in yield-generating products within the cryptocurrency sector.

Change in fair value of perpetual futures, derivatives, investment in financial assets and financial liability at FVTPL

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Changes for the year ended December 31, 2025 compared to the year ended December 31, 2024

The increase in net spread related income and change in fair value of perpetual futures was primarily driven by a fair value of our perpetual futures positions during the year, partially offset by a reduction in perpetual trading fee income.

The decrease in the change in fair value of investment in financial assets was primarily attributable to unfavorable mark-to-market adjustments on the underlying Bitcoin and other financial assets held within the company’s ETF portfolios. These valuation declines reflect broader market volatility impacting the fair value of the Company’s digital asset holdings.

The increase in the change in fair value of derivatives was primarily due to increased activity in the Company’s derivative perpetual positions as well as options hedging activity. This heightened activity is consistent with management’s strategic objective to systematically reduce exposure to non BTC crypto assets. The increase in the change in fair value of financial liabilities at FVTPL was primarily driven by the favorable fair value adjustment of a loan from a related party, offset by the decline of Bitcoin prices during the year and not attributable to changes in our credit risk.

Changes for the year ended December 31, 2024 compared to the year ended December 31, 2023

The decrease in the net spread related income and change in fair value of perpetual futures loss was primarily due to the change in fair value of our perpetual futures positions during the year, offset by an increase in the trading volume of perpetual transactions executed on our Exchange, which enhanced the net spread, fees earned, and funding.

The increase in the fair value gain of investment in financial assets was mainly due to an increase in the number of strategic investments in digital asset funds as a result of higher digital asset prices over the year, partially offset by the decrease in investment income from cash instruments

The increase in the change in fair value of derivatives was primarily due to an increase in the number of over-the-counter and exchange-traded derivative instruments utilized for risk management purposes.

The decrease in the change in fair value of financial liabilities at FVTPL was primarily driven by the fair value adjustment of a loan from a related party, which was influenced by the appreciation of Bitcoin prices during the year and not attributable to changes in our credit risk.

Change in fair value of digital assets held, net

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Changes for the year ended December 31, 2025 compared to the year ended December 31, 2024

The decrease in the change in fair value of digital assets held, net, was primarily attributable to broad digital price depreciation during the year ended December 31, 2025, whereas the year ended December 31, 2024 experienced price appreciation, which is consistent with overall market conditions during the year.

Changes for the year ended December 31, 2024 compared to the year ended December 31, 2023

The decrease in the change in fair value of digital assets held was primarily attributable to two factors:

Administrative expenses

Changes in administrative expenses are primarily attributable to changes in compensation and benefits and legal and professional fees.

Changes for the year ended December 31, 2025 compared to the year ended December 31, 2024

Changes for the year ended December 31, 2025 compared to the year ended December 31, 2024

The increase in compensation and benefits for the year ended December 31, 2025 compared to the year ended December 31, 2024 was in line with routine business development and growth.

The increase legal and professional fees for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily driven by:

Changes for the year ended December 31, 2024 compared to the year ended December 31, 2023

The increase in compensation and benefits for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to the acquisition of CoinDesk in November 2023, which resulted in a full year of staff-related costs being recognized in 2024

The increase in legal and professional fees was primarily driven by expenses associated with the Company’s initial public offering and acquisition-related and integration costs associated with business combinations.

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See “Note 8 — Administrative Expenses” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for further details on the Company’s Administrative Expenses.

Other expenses

The increase in other expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024 and for the year ended December 31, 2024 compared to the year ended December 31, 2023 reflect additional expenses incurred to effect strategic scaling across the business in each of the respective years.

See “Note 9 — Other Expenses” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for further details on the Company’s Other Expenses.

Finance expense

Changes in finance expense are primarily attributable to changes in borrowing costs and financing costs associated with our leases.

Changes for the year ended December 31, 2025 compared to the year ended December 31, 2024

The increase in loan interest expenses for the year ended December 31, 2025 compared to the year ended December 31, 2024 was primarily driven by a full year of interest expense related to the outstanding loan obligation with SPV KY Limited.

Changes for the year ended December 31, 2024 compared to the year ended December 31, 2023

The increase in loan interest expenses for the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily driven by the full-year impact of interest expenses on a loan drawn down from a related party in November 2023. This loan significantly increased our loan balances, resulting in higher finance costs for the year.

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See “Note 10 — Finance Expense” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for a description of the debt agreements outstanding during the applicable periods.

Income tax benefit (expense)

Income tax expense was a benefit of $1 million for the year ending December 31, 2025, and an expense of $5 million and $1 million, for each of the years ended December 31, 2024, and 2023, respectively.

The decrease in income tax expense for the year ended December 31, 2025, compared to the year ended December 31, 2024, is primarily attributable to the effects of different tax rates available to different jurisdictions, partially offset by tax effects on unrecognized tax losses.

The increase in income tax expense for the year ended December 31, 2024, compared to the year ended December 31, 2023, is primarily attributable to the change in unrecognized temporary differences and the effects of different tax rates available to different jurisdictions, partially offset by tax effects on unrecognized tax losses.

See “Note 11 — Income tax benefit (expense)” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for further details on the Company’s income taxation results.

Other comprehensive income/(loss)

Other comprehensive income was $407 million for the year ending December 31, 2025, and $1,003 million and $0 million, for each of the years ended December 31, 2024, and 2023, respectively.

The decrease in total other comprehensive income for the year ended December 31, 2025 compared to the year ended December 31, 2024 is primarily attributable to a substantial decrease in the fair value related to digital assets held as investments due to broad digital price depreciation.

The increase for the year ended December 31, 2024 compared to the year ended December 31, 2023, in total other comprehensive income primarily included the revaluation of digital assets held as investments. Starting in 2024, we reclassified certain digital assets not used for market-making as indefinite-life intangible assets under IAS 38. The revaluation in OCI reflects the fair value gain of these digital assets, which is consistent with the rise in digital asset prices during the year.

Liquidity and Capital Resources

We plan to meet our cash needs using our current cash equivalents and stablecoins. If necessary, we may also seek additional debt financing. Our ability to fulfill cash requirements for corporate purposes, working capital, and investments depends on factors such as our growth, customer retention, market acceptance of our products, and overall economic conditions.

In the short term, we will rely on existing cash, digital financial assets, and operational cash flows. For long-term needs, we may consider raising funds through debt financing, though this could result in service obligations and restrictive covenants.

Certain jurisdictions require us to maintain regulatory capital for our operations. While we are optimizing our cash resources to support these operations, we anticipate that these requirements will increase as we pursue our strategic goals.

We believe that our liquidity and capital resources will be sufficient for the foreseeable future.

Cash and Cash Equivalents and restricted cash

See “Note 18 — Restricted Cash” and “Note 19 - Cash and Cash Equivalents” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for more information on our restricted cash, cash and cash equivalents.

Digital Assets held — intangible assets, inventories and financial assets

See “Note 12 — Digital Assets Held” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for more information on digital assets held - intangibles assets, inventories, and financial assets.

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Debt and Convertible Preference Share

See “Note 22 — Borrowings from related parties and Borrowings” and “Note 23 - Digital Assets Loan Payable” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for more information on our debt and convertible preference shares.

Cash Flows

Years ended December 31, 2025, 2024 and 2023

Cash Flows (Used in) / Provided by Operating Activities

Cash flows from operating activities reflect cash generated from our exchange operations and service-based businesses, including trading activity, subscription and data services, and other operating activities, as well as changes in working capital balances.

Cash provided by operating activities for the year ended December 31, 2025 increased compared to the year ended December 31, 2024. The increase was primarily driven by higher operating activity across the Exchange and CoinDesk businesses, including the introduction and growth of subscription, services and other revenue streams in 2025. These revenues represent recurring cash-generating activities and contributed to increased operating cash inflows during the year. Operating cash flows were also affected by timing differences in the settlement of receivables and payables arising from exchange operations and other working capital movements.

Cash used in operating activities for the year ended December 31, 2024 decreased compared to the year ended December 31, 2023, primarily reflecting lower operating cash outflows and changes in working capital balances compared to the prior year.

Cash Flows Provided by / (Used in) Investing Activities

Cash flows from investing activities primarily reflect investments in financial assets, transactions involving digital assets held as intangible assets, and expenditures related to intangible assets.

Cash provided by investing activities for the year ended December 31, 2025 increased compared to the year ended December 31, 2024, primarily driven by higher proceeds from investments in financial assets and the disposal of digital assets held as intangible assets. These inflows were partially offset by prepayments related to intangible assets.

Cash used in investing activities for the year ended December 31, 2024 increased compared to the year ended December 31, 2023, primarily reflecting increased purchases of financial assets and prepayments related to intangible assets during the period.

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Cash Flows Provided by / (Used in) Financing Activities

Cash flows from financing activities reflect changes in the Company’s capital structure, including borrowings, repayments of borrowings, issuance of ordinary shares and other equity transactions.

Cash provided by financing activities for the year ended December 31, 2025 increased compared to the year ended December 31, 2024, primarily due to proceeds from borrowings and the issuance of ordinary shares, partially offset by repayments of borrowings.

Cash used in financing activities for the year ended December 31, 2024 decreased compared to the year ended December 31, 2023, primarily reflecting lower repayments of convertible redeemable preference shares and dividends paid compared to the prior year.

Capital Expenditures

Our capital expenditures for the last three years, which principally consisted of computer and office equipment, furniture & fixtures, leasehold improvements, and a new office building. Our capital expenditures were $8.1 million, $0.4 million, and $1.2 million in 2025, 2024, and 2023, respectively. We intend to fund our future capital expenditures with our existing cash balance. We will continue to incur capital expenditures as needed to meet the expected growth of our business.

Contractual Obligations

See “Note 26 — Financial Risk Management” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for more information on our contractual obligations.

Commitments and contingencies

See “Note 31 — Commitments and contingencies” in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for more information on our commitments and contingencies.

Off-Balance Sheet Arrangements

As of December 31, 2025, December 31, 2024, December 31, 2023 and December 31, 2022, we did not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Research and development, patents and licenses, etc

See “Item 4. Information on the Company” in this Annual Report on Form 20-F for an overview of our intellectual property and licenses.

Trend information

See “Item 3. Risk Factors,” “Item 4. Information on the Company,” and elsewhere in this “Item 5. Operating and Financial Review and Prospects” for information regarding the material risks, business developments and strategies, factors, and trends that are most likely to affect our business and results of operations through 2025.

Critical Accounting Estimates

See “Note 3 — Critical accounting judgments and key sources of estimation uncertainty” included in this Annual Report on Form 20-F for a listing of our critical accounting estimates assumptions, and judgments that we believe to have the most significant impact on our consolidated financial statements.

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Item 6. Directors, Senior Management and Employees.

Management

The following persons currently serve as Bullish’s directors and executive officers:

Biographical information concerning the executive officers and directors listed above is set forth below.

Executive Officers

Thomas W. Farley serves as Bullish’s Chief Executive Officer and as Chairman of the Board since the consummation of the Company’s initial public offering. As Chief Executive Officer of Bullish and the Chairman, he is responsible for leading the executive team and ensuring that the Board plays a full and constructive role in the development and alignment of the company’s strategy and overall commercial objectives. Previously he served as Chief Executive Officer, President and Chairman of Far Peak Acquisition Corp. and Far Point Acquisition Corp. Additionally, he served as President of NYSE Group of the Intercontinental Exchange (NYSE: ICE) from May 2014 until May 2018. Mr. Farley’s responsibilities included serving as the chief executive and leading all operations for the NYSE and managing a diverse range of equity and equity options exchanges, comprising the largest equities listing and securities trading venue in the world. Mr. Farley joined the NYSE as Chief Operating Officer in November 2013 when ICE acquired NYSE Euronext. Prior to joining the NYSE, Mr. Farley served as Senior Vice President of Financial Markets at ICE, where he oversaw the development of several businesses and initiatives across ICE’s markets. Mr. Farley joined ICE in 2007 as the President and Chief Operating Officer of ICE Futures U.S., formerly the New York Board of Trade. He also represented ICE on the Options Clearing Corporation Board of Directors. Prior to joining ICE, Mr. Farley was President of SunGard Kiodex, a risk management technology provider to the derivatives markets and prior thereto served as the business unit’s Chief Financial Officer and Chief Operating Officer. Mr. Farley has also held various positions in investment banking at Montgomery Securities and in private equity at Gryphon Investors. Mr. Farley holds a Bachelor of Arts degree in Political Science from Georgetown University and is a Chartered Financial Analyst.

David W. Bonanno serves as Bullish’s Chief Financial Officer. Prior to his appointment to Chief Financial Officer in May 2024, Mr. Bonanno had served as Bullish’s Chief Strategy Officer since May 2023. Before joining Bullish, Mr. Bonanno served as Chief Financial Officer and was a director of Far Peak Acquisition Corp. and Far Point Acquisition Corp. From 2008 to 2020, Mr. Bonanno was a Managing Director at Third Point LLC, a New York based investment manager. Mr. Bonanno was a Private Equity Associate at Cerberus Capital Management, L.P. from 2006 to 2008 and an analyst in the Restructuring and Reorganization Advisory Group at Rothschild Inc. from 2004 to 2006. Mr. Bonanno graduated cum laude from Harvard University in 2004 with an A.B. in Psychology.

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Non-Management Directors

Andrew C. Bliss serves as a director of Bullish and is a member of the founding team. Mr. Bliss is the Founder & Managing Director of Bliss Capital Limited, a Cayman Islands based technology focused investment firm. Mr. Bliss was formerly Chief Strategy Officer of block.one, with responsibilities including corporate strategy, growth, risk, and governance, as well as strategic investments including venture capital and private equity. Previously he served as its Chief Operating Officer, and prior to that, Chief Financial Officer, and was a member of the founding team. He has worked full time in the blockchain and digital assets industry since 2016. Prior to that, he served as Chief Financial Officer of ii5, a Hong Kong based software company focused on the Asia-Pacific property market. Prior to that, Mr. Bliss held numerous financial, operational, and compliance responsibilities with avionics and technology multinational Rockwell Collins, where he worked across the U.S., Europe, and Asia-Pacific. Mr. Bliss holds a Bachelor of Business Administration degree in Finance along with a Master of Business Administration degree from the University of Iowa. Mr. Bliss holds professional certifications in audit, risk management, and fraud prevention and detection.

Brendan F. Blumer co-founded Bullish and has served as a director of Bullish since inception. Mr. Blumer is a highly acclaimed entrepreneur, investor, and innovator having successfully built leading technology businesses across the globe. Mr. Blumer was an early investor in blockchain and transitioned to full-time involvement in the industry in 2016 when he co-founded block.one, which funded more than 100 innovative businesses in sectors such as digital assets, blockchain, fintech, infrastructure, financial services and gaming, and was also the originator of the open source EOSIO software. Mr. Blumer has been featured on global broadcasts including Bloomberg, CNBC, Forbes and many more as a recognized industry leader. Prior to that, Mr. Blumer founded okay.com, a collaborative data-sharing ecosystem for the Asia Pacific property market that has grown to be Hong Kong’s largest digital property agency. He has been building disruptive technology companies since 2001, when he started his career in e-commerce selling in-game digital assets in the world’s largest online video games.

Karen J. Simon serves as chair of Energean plc (LSE) and as a director for Aker ASA (OSL) and Crescent Energy Inc. (NYSE). Ms. Simon retired from JPMorgan in December 2019 as Vice Chairman of Investment Banking after a 36-year career with the firm. She possesses extensive experience in corporate finance, including M&A, debt, and equity transactions. Her leadership roles at JPMorgan included head of the Global Financial Sponsor and European Debt Capital Markets groups. Ms. Simon established JPMorgan’s Director Advisory Services group, which provides client services for independent directors of public company boards. During her 20 years living in London with JPMorgan, she also served on the firm’s European Reputational Risk, Debt Underwriting and Management committees. Ms. Simon is also involved philanthropically, currently serving as the Chair of the Dean's Executive Committee for the Thunderbird School of Global Management, which is part of Arizona State University and as Trustee for the Institute of Shipboard Education, which runs the Semester at Sea undergraduate study abroad program. She also chairs REV Ocean, a Norwegian ocean research organization established to operate an ocean exploration and research vessel from 2027. She holds a Master of International Management from Thunderbird, a Master of Business Administration from Southern Methodist University and a Bachelor’s degree in Economics and International Relations from the University of Colorado.

Andrew C. Wynn is the founder and CEO of Clipper Consulting Limited, a risk advisory firm in the United Kingdom, a position he has held since September 2010. He also concurrently serves as the part-time chief risk officer at Clearwell Capital Limited, a role he began in September 2020. Additionally, Mr. Wynn has been an independent non-executive director (“INED”) and chair of the Board Risk and Compliance committee for Bullish (GI) Limited since May 2022 and INED for Bullish (GI) Markets Limited since May 2025, both indirect subsidiaries of Bullish. From May 2023 to December 2024, he was a part-time temporary risk advisor at SAPI Group Limited. Mr. Wynn possesses over 40 years of experience across banking, financial services and property, including chair, vice-chair, board risk committee chair, CEO, CFO and senior risk advisory roles. He has served on over 30 bank, financial services and property boards in the United Kingdom and Europe. Previously, he served as an INED, vice chairman of the bank, and chairman of the Board Risk Management Committee at Hellenic Bank Public Company in Cyprus from February 2016 to June 2021. Earlier in his career, he was the CFO and then a director of Security Pacific Trust Limited, a UK bank, from June 1987 to December 1994 and as chairman and CEO of Security Pacific Holdings in 1995. Mr. Wynn is a Fellow of the Chartered Institute of Management Accountants, having joined the Institute in 1974. He also holds a Chartered Global Management Accountant designation and a Securities Institute Certificate in Corporate Finance.

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Kokuei (Guo) Yuan serves as a director of Bullish. Mr. Yuan was formerly the Executive Chairman of block.one where he oversaw its financial and management operations. He has over 25 years of experience as an investment professional and business executive, having held numerous board and executive positions across various industries as well as being an investment banker at CLSA. He holds a BA in Economics and Studio Art from Tufts University.

Family Relationships

There are no family relationships between any of the executive officers and directors listed above.

Independence of Directors

As a result of our Ordinary Shares being listed on the NYSE, we will adhere to the rules of the NYSE in determining whether a director is independent. The board of directors is responsible for determining whether a director is independent. The board has consulted, and will consult, with its counsel to ensure that the board’s determinations will be consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. The NYSE listing standards define an “independent director” as a person, other than an executive officer of a company or any other individual having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The board of directors will undertake a review of the independence of the individuals named above and will determine which directors qualify as “independent” as defined under the applicable NYSE rules.

Compensation

Bullish Executive Officer and Director Compensation

For the year ended December 31, 2025, the aggregate cash-based compensation to all individuals who were our directors and executive officers was $3,367,500, which includes salaries and directors’ fees and $1,600,000 in share-based compensation.

Our policies with respect to the compensation of the executive officers will be administered by Bullish’s board in consultation with its compensation committee (as described above). The compensation policies we follow intend to provide for compensation that is sufficient to attract, motivate and retain our executive officers and potentially other individuals and to establish an appropriate relationship between executive compensation and the creation of shareholder value. To meet these goals, the compensation committee will be charged with recommending executive compensation packages to Bullish’s board of directors.

Performance-based and equity-based compensation are an important foundation in executive compensation packages as we believe it is important to maintain a strong link between incentives and the creation of shareholder value. We believe that performance and equity-based compensation can be an important component of the total executive compensation package for maximizing shareholder value while, at the same time, attracting, motivating and retaining high-quality executive officers. Upon listing, Bullish adopted an Omnibus Incentive Plan which reflects what we believe is a focus on performance- and equity-based compensation.

The compensation decisions regarding Bullish’s executive officers are based on our need to attract individuals with the skills necessary for us to achieve our business plan, to reward those individuals fairly over time, and to retain those individuals who continue to perform at or above our expectations.

In addition to the guidance provided by its compensation committee, we may utilize the services of third-parties from time to time in connection with the hiring and compensation awarded to executive officers. This could include subscriptions to executive compensation surveys and other databases.

Bullish’s compensation committee will be charged with performing an annual review of our executive officers’ cash compensation and equity holdings to determine whether they provide adequate incentives and motivation to executive officers and whether they adequately compensate the executive officers relative to comparable officers in other companies.

Compensation Components

Base Salary.   We seek to maintain base salary amounts at or near the industry norms, while avoiding paying amounts in excess of what we believe is necessary to motivate executive officers to meet corporate goals. It is anticipated that base salaries will generally be reviewed annually, subject to terms of employment agreements, and that the compensation committee and board will seek to adjust base salary amounts to realign such salaries with industry norms after taking into account individual responsibilities, performance and experience.

Annual Bonuses.   We utilize cash incentive bonuses for executive officers to focus them on achieving key operational and financial objectives within a yearly time horizon. Near the beginning of each year, the board, upon the recommendation of the compensation committee and subject to any applicable employment agreements, will determine performance parameters for appropriate executive officers. At the end of each year, the board and compensation committee will determine the level of achievement for each corporate goal.

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Equity Awards.   Upon listing, Bullish adopted an Omnibus Incentive Plan to attract, retain, and reward our employees, directors, and consultants through share-based and cash incentives. The plan is administered by the compensation committee of our board of directors. The plan authorizes 12,266,965 common shares for issuance, with an annual "evergreen" provision allowing for an increase each year, capped at 5% of outstanding shares. A variety of awards may be granted, including stock options, share appreciation rights, restricted shares, restricted share units, and other performance-based share and cash awards. Upon a change in control, the committee has discretion over the treatment of outstanding awards. Vesting will accelerate if awards are not assumed or if a participant is terminated without cause in connection with the event. The board may amend or terminate the plan at any time, subject to shareholder approval for certain changes like increasing the number of available shares. No awards may be granted under the plan after the 10th anniversary of the earlier of the date the plan was adopted or the date of shareholder approval. However, awards granted prior to this 10th anniversary may continue to remain outstanding and extend beyond that date.

Severance Benefit.   Bullish currently has no severance benefits plan. We may consider the adoption of a severance plan for executive officers and other employees in the future.

Director Compensation.   Bullish currently does not have a definitive compensation plan for its future directors. Working with the compensation committee, we anticipate setting director compensation at a level comparable with those directors with similar positions at comparable companies.

Thomas W. Farley Employment Agreement

Thomas W. Farley is the Chief Executive Officer and a director of Bullish. On May 24, 2023, Mr. Farley entered into an employment agreement with Bullish US LLC, a subsidiary of Bullish (the “CEO Employment Agreement”). The CEO Employment Agreement sets out his cash and incentive compensation and other terms of Mr. Farley’s employment. The material terms of the CEO Employment Agreement are summarized below and a copy has been filed as an exhibit to this Annual Report.

Employment.   The CEO Employment Agreement provides that Mr. Farley shall be Chief Executive Officer of Bullish US LLC and Bullish. Mr. Farley will report to the Board. In addition, the CEO Employment Agreement provides that the Board shall take such action as may be necessary to appoint or elect Mr. Farley as a member of the Board. Mr. Farley’s employer of record shall be Bullish US LLC.

Term.   The CEO Employment Agreement has a term that commences from May 24, 2023 and continues until it is terminated by either Bullish US LLC or Mr. Farley. Bullish US LLC may terminate the CEO Employment Agreement for Cause (as defined below), upon Mr. Farley’s death or Disability (as defined therein), or without Cause (provided that if he is terminated without Cause, the termination date must be at least 90 days after the first anniversary of May 24, 2023 and at least 90 days from the notice if after the first anniversary). Mr. Farley may terminate the CEO Employment Agreement for any reason by providing at least 90 days’ notice.

The CEO Employment Agreement defines “Cause” as: (i) Mr. Farley’s material failure to perform his reasonable and lawful duties or responsibilities to Bullish or any of its subsidiaries; (ii) his intentional and willful refusal to follow directions from the Board that are not inconsistent with his position; (iii) his engagement in any act of willful misconduct, gross negligence, dishonesty, fraud or misrepresentation to the material detriment of Bullish or any of its subsidiaries; (iv) his material breach of the CEO Employment Agreement or any material terms of an employee handbook (or other written policies applicable to him), confidentiality agreement or invention assignment agreement between him and Bullish or any of its subsidiaries; (v) his being charged with and subsequently found guilty of committing a crime (other than minor traffic offenses) or any admission by him of the commission of such crime or crimes; (vi) his engaging in intentional and willful conduct that is injurious to Bullish’s or any of its subsidiaries’ name or reputation; provided, however, that if the actions described above are capable of being cured (in the good faith judgment of the Board), such actions will not be considered Cause unless Mr. Farley has failed to cure such actions within ten days of receiving written notice from the Board specifying (with particularity) the events allegedly giving rise to Cause; and, further provided, that such actions will not be considered Cause unless Bullish US LLC provides such written notice within 90 days of any member of the Board (excluding Mr. Farley, if applicable at the time of such notice) having knowledge of the relevant action. For purposes of determining Mr. Farley’s right to retain equity compensation awards (including, without limitation, stock options and restricted stock units), he will not be deemed to be discharged for Cause unless and until there is delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two thirds (2/3) of the entire membership of the Board (excluding Mr. Farley, if he is then a member of the Board), at a meeting called and duly held for such purpose, finding in good faith that Mr. Farley is guilty of the conduct set forth above and specifying the particulars thereof in detail.

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Compensation and Benefits.   Mr. Farley will receive an annual base salary initially in the amount of $1,750,000, which shall be reviewed and subject to increase (but not decrease, unless mutually agreed) periodically by the Bullish Board.

The CEO Employment Agreement provides that during Mr. Farley’s employment he will be eligible to participate in all equity incentive plans in which similarly situated executive officers participate, including the Omnibus Incentive Plan. Additionally, Mr. Farley will be entitled to sick and vacation leave in accordance with Bullish’s policies for similarly situated employees during his employment.

Severance.   In the event Bullish US LLC terminates Mr. Farley’s employment for any reason other than his death or Disability or for Cause, he shall be entitled, subject to his delivery of a release in a form reasonably satisfactory to Bullish US LLC, to severance equal to his then annual base salary payable over the 12 months following the termination, and up to a maximum of 12 months of reimbursements towards certain health benefit coverage.

Covenants.   The CEO Employment Agreement includes covenants respecting Bullish’s or its subsidiaries’ (as applicable) ownership of information and intellectual property developed by Mr. Farley while employed by Bullish US LLC, Mr. Farley’s preservation and protection of confidential information, Mr. Farley’s non-disparagement of Bullish and its subsidiaries during and after the employment term, and Mr. Farley’s non-competition and non-solicitation during the employment term and for 12 months thereafter as more fully set forth in the CEO Employment Agreement.

Retention Bonus.   To incentivize Mr. Farley’s continued employment with Bullish, on August 28, 2024 (the “Retention Bonus Grant Date”), we entered into a Retention Bonus Agreement with Mr. Farley (the “Farley Retention Agreement”) whereby we paid Mr. Farley a cash bonus of $2,370,795, less applicable tax withholding (the “Retention Bonus”). If Mr. Farley’s employment is terminated by us for Cause or by Mr. Farley for any reason other than his death or Disability prior to each of the following retention dates, Mr. Farley is required to pay to us the corresponding portion of the Retention Bonus (on an after tax basis): June 5, 2025, 100%; June 5, 2026, 67%; June 5, 2027, 33%. The foregoing summarizes the material terms of the Farley Retention Agreement, a copy of which has been filed as an exhibit to this Annual Report.

Thomas W. Farley Incentive Unit Grant Agreements

Thomas W. Farley has entered into two Incentive Unit Grant Agreements with BMC1, both dated May 24, 2023 as part of the compensation and incentive arrangements between Bullish and Mr. Farley. Under these agreements, BMC1 granted incentive units to Mr. Farley in two tranches: tranche one is comprised of 3,590,426 Class B shares and tranche two is comprised of 3,590,425 Class B shares, and each tranche is subject to certain terms and conditions. The incentive units were issued fully paid and non-assessable without any consideration paid by Mr. Farley. Both tranches of the incentive units are subject to a distribution threshold, meaning Mr. Farley will not participate in any distributions until an amount equal to the distribution threshold has been distributed in respect of each Class A and Class C share of BMC1. Once the distribution threshold is reduced to $0, distributions will then be made to the holders of incentive units until an amount equal to the initial distribution threshold has been distributed. The vesting of the incentive units under tranche one is contingent upon the satisfaction of both a service requirement and performance requirement. The incentive units in tranche two vest upon satisfaction of a service requirement, performance requirement, and delivery event requirement such as an IPO. In both tranches, the vesting of incentive units generally ceases immediately upon termination of employment, with continued vesting under certain conditions if the termination is without cause. Mr. Farley is entitled to dividends under specific conditions, and the incentive units are subject to repurchase rights as set forth in the Memorandum and Articles of Association of BMC1. All numbers referring to amounts will be adjusted to reflect share splits, dividends, and other recapitalizations. Upon listing, Mr. Farley is entitled to convert shares in BMC1 to shares in Bullish.

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David W. Bonanno Employment Agreement

David W. Bonanno is the Chief Financial Officer (CFO) of Bullish and was appointed as CFO in May 2024. Prior to his CFO appointment Mr. Bonanno was Chief Strategy Officer (CSO) of Bullish. On May 24, 2023, Mr. Bonanno entered into an employment agreement with Bullish US LLC, a subsidiary of Bullish (the “CFO Employment Agreement”). The CFO Employment Agreement sets out his cash and incentive compensation and other terms of Mr. Bonanno’s employment. The material terms of the CFO Employment Agreement are summarized below and a copy has been filed as an exhibit to this Annual Report.

Employment.   The CFO Employment Agreement provides that Mr. Bonanno shall be Chief Strategy Officer of Bullish US LLC and Bullish. In May 2024, Mr. Bonanno was appointed Chief Financial Officer of Bullish. Mr. Bonanno will report to the Chief Executive Officer of Bullish. Mr. Bonanno’s employer of record is Bullish US LLC.

Term.   The CFO Employment Agreement has a term that commenced from May 24, 2023 and continues until it is terminated by either Bullish US LLC or Mr. Bonanno. Bullish US LLC may terminate the CFO Employment Agreement for Cause (as defined below), upon Mr. Bonanno’s death or Disability (as defined therein), or without Cause (provided that if he is terminated without Cause, the termination date must be at least 90 days after the first anniversary of May 24, 2023 and at least 90 days from the notice if after the first anniversary). Mr. Bonanno may terminate the CFO Employment Agreement for any reason by providing at least 90 days’ notice.

The CFO Employment Agreement defines “Cause” as: (i) Mr. Bonanno’s material failure to perform his reasonable and lawful duties or responsibilities to Bullish or any of its subsidiaries; (ii) his intentional and willful refusal to follow directions from the Board that are not inconsistent with his position; (iii) his engagement in any act of willful misconduct, gross negligence, dishonesty, fraud or misrepresentation to the material detriment of Bullish or any of its subsidiaries; (iv) his material breach of the CFO Employment Agreement or any material terms of an employee handbook (or other written policies applicable to him), confidentiality agreement or invention assignment agreement between him and Bullish or any of its subsidiaries; (v) his being charged with and subsequently found guilty of committing a crime (other than minor traffic offenses) or any admission by him of the commission of such crime or crimes; (vi) his engaging in intentional and willful conduct that is injurious to Bullish’s or any of its subsidiaries’ name or reputation; provided, however, that if the actions described above are capable of being cured (in the good faith judgment of the Board), such actions will not be considered Cause unless Mr. Bonanno has failed to cure such actions within ten days of receiving written notice from the Board specifying (with particularity) the events allegedly giving rise to Cause; and, further provided, that such actions will not be considered Cause unless Bullish US LLC provides such written notice within 90 days of any member of the Board (excluding Mr. Bonanno, if applicable at the time of such notice) having knowledge of the relevant action. For purposes of determining Mr. Bonanno’s right to retain equity compensation awards (including, without limitation, stock options and restricted stock units), he will not be deemed to be discharged for Cause unless and until there is delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than two thirds (2/3) of the entire membership of the Board (excluding Mr. Bonanno, if he is then a member of the Board), at a meeting called and duly held for such purpose, finding in good faith that Mr. Bonanno is guilty of the conduct set forth above and specifying the particulars thereof in detail.

Compensation and Benefits.   Mr. Bonanno will receive an annual base salary initially in the amount of $1,250,000, which shall be reviewed and may be subject to increase (but not decrease, unless mutually agreed) periodically by the Board.

The CFO Employment Agreement provides that during Mr. Bonanno’s employment he will be eligible to participate in all equity incentive plans in which similarly situated executive officers participate, including the Omnibus Incentive Plan. Additionally, Mr. Bonanno will be entitled to sick and vacation leave in accordance with Bullish’s policies for similarly situated employees during his employment.

Severance.   In the event Bullish US LLC terminates Mr. Bonanno’s employment for any reason other than his death or Disability or for Cause, he shall be entitled, subject to his delivery of a release in a form reasonably satisfactory to Bullish US LLC, to severance equal to his then annual base salary, payable over the 12 months following the termination, and up to a maximum of 12 months of reimbursements towards certain health benefit coverage.

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Covenants.   The CFO Employment Agreement includes covenants respecting Bullish’s or its subsidiaries’ (as applicable) ownership of information and intellectual property developed by Mr. Bonanno while employed by Bullish US LLC, Mr. Bonanno’s preservation and protection of confidential information, Mr. Bonanno’s non-disparagement of Bullish and its subsidiaries during and after the employment term, and Mr. Bonanno’s non-competition and non-solicitation during the employment term and for 12 months thereafter as more fully set forth in the CFO Employment Agreement.

David W. Bonanno Incentive Unit Grant Agreements

David W. Bonanno has entered into two Incentive Unit Grant Agreements with BMC1, both dated May 24, 2023 as part of the compensation and incentive arrangements between Bullish and Mr. Bonanno. Under these agreements, BMC1 granted incentive units to Mr. Bonanno in two tranches: tranche one is comprised of 1,196,809 Class B shares and tranche two is comprised of 1,196,808 Class B shares, and each tranche is subject to certain terms and conditions. The incentive units were issued fully paid and non-assessable without any consideration paid by Mr. Bonanno. Both tranches of the incentive units are subject to a distribution threshold, meaning Mr. Bonanno will not participate in any distributions until an amount equal to the distribution threshold has been distributed in respect of each Class A and Class C share of BMC1. Once the distribution threshold is reduced to $0, distributions will then be made to the holders of incentive units until an amount equal to the initial distribution threshold has been distributed. The vesting of the incentive units under tranche one is contingent upon the satisfaction of both a service requirement and performance requirement. The incentive units in tranche two vest upon satisfaction of a service requirement, performance requirement, and delivery event requirement such as an IPO. In both tranches, the vesting of incentive units generally ceases immediately upon termination of employment, with continued vesting under certain conditions if the termination is without cause. Mr. Bonanno is entitled to dividends under specific conditions, and the incentive units are subject to repurchase rights as set forth in the Memorandum and Articles of Association of BMC1. All numbers referring to amounts will be adjusted to reflect share splits, dividends, and other recapitalizations. Upon listing, Mr. Bonanno is entitled to convert shares in BMC1 to shares in Bullish.

Clawback Policy

In 2025, we adopted a Clawback Policy in compliance with the SEC rules and New York Stock Exchange listing standards to recover any excess incentive-based compensation from current and former executive officers after an accounting restatement, which is filed as Exhibit 97.1 to this Annual Report.

Committees of the Board of Directors

We have established a separate standing audit committee, compensation committee, and corporate governance and nominating committee.

Audit Committee

The board of directors has established an audit committee, which is composed of three independent directors, and is chaired by one of the independent directors. The audit committee consists of three directors: Andrew C. Wynn (chair of the committee), Karen J. Simon, and Andrew C. Bliss. We have determined that Andrew C. Wynn, Karen J. Simon and Andrew C. Bliss satisfy the independence requirements for audit committee members under the NYSE's listing standards and Rule 10A-3 of the Exchange Act. The audit committee has a written charter that is available at Bullish’s corporate website at https://investors.bullish.com/governance/governance-documents/default.aspx. The purpose of the audit committee is, among other things, to appoint, retain, set compensation of, and supervise our independent accountants, review and approve related party transactions in accordance with NYSE requirements, review the results and scope of the audit and other accounting related services and review our accounting practices and systems of internal accounting and disclosure controls.

Financial Experts on Audit Committee

The audit committee will be comprised exclusively of “independent directors,” as defined for audit committee members under the NYSE listing standards and the rules and regulations of the SEC, who are “financially literate,” as defined under the NYSE’s listing standards. The NYSE’s listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, we will be required to certify to the NYSE that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

Andrew C. Wynn has been appointed to be an audit committee “financial expert” as defined under SEC rules.

Compensation Committee

The board of directors has established a compensation committee. The compensation committee consists of two directors: Karen J. Simon (chair of the committee) and Brendan F. Blumer. As a foreign private issuer, we have elected to not have our compensation committee consist of entirely independent directors. The compensation committee has a written charter that is available without charge at Bullish’s corporate website at https://investors.bullish.com/governance/governance-documents/default.aspx. The purpose of the compensation committee is to review and approve compensation paid to our officers and directors and to administer our incentive compensation plans, including authority to make and modify awards under such plans.

The compensation committee assists the board in determining its responsibilities in relation to remuneration, including, amongst other matters, making recommendations to the board on our policy on executive compensation, determining the individual remuneration and benefits package of each of the executive officers and recommending and monitoring the remuneration of senior management below board level.

Nominating and Corporate Governance Committee

The board of directors has established a nominating and corporate governance committee. The nominating and corporate governance committee consists of two directors: Andrew C. Bliss (chair of the committee) and Thomas W. Farley. As a foreign private issuer, we have elected to not have our nominating and corporate governance committee consist of entirely independent directors. The nominating and corporate governance committee has a written charter that is available without charge at Bullish’s corporate website at https://investors.bullish.com/governance/governance-documents/default.aspx. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.

Conflicts of Interests

Our conflicts of interest policy states that actions that could result in actual or potential conflicts of interests should be avoided. Conflicts of interest involving directors or executive officers must be reviewed and may be waived by the board of directors (or the audit committee). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform their work objectively and effectively. Conflicts of interest may also arise if a person, or a member of their family, receives improper personal benefits as a result of their position.

Where such conflict is deemed to constitute a related party transaction, as defined under Form 20-F, Item 7.B, the audit committee, pursuant to our written charter, is responsible for reviewing and approving such transactions to the extent they are entered into. In doing so, the audit committee will consider all relevant factors when determining whether to approve a related-party transaction, including whether the related-party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related-party transaction impairs the independence of a director or presents a conflict of interest on the part of a director or executive officer.

Our Amended and Restated Memorandum and Articles of Association allow a director to participate in the approval of any transaction in which they are a related party provided that such interest is declared and they are of the opinion that they are able to discharge their fiduciary duties despite the interest and they may also count toward the quorum. Any director so affected is also required to provide the audit committee with all material information concerning the transaction upon request.

Employees

As of December 31, 2025, Bullish had approximately 414 personnel (comprising employees and contractors) primarily in the United States, Hong Kong, the United Kingdom, Germany, Singapore, Cayman Islands, and Gibraltar, over 200 of whom were principally engaged in technology, security and operations.

Share Ownership

Information regarding the ownership of our Ordinary Shares by our directors and executive officers is set forth in “Item 7. Major Shareholders and Related Party Transactions – A. Major Shareholders.”

Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

None.

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Item 7. Major Shareholders and Related Party Transactions.

Major Shareholders

The following table shows the beneficial ownership of our Ordinary Shares as of February 28, 2026 by:

Except as otherwise noted herein, the number and percentage of Ordinary Shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any Ordinary Shares as to which the holder has sole or shared voting power or investment power and also any Ordinary Shares which the holder has the right to acquire within 60 days through the exercise of any option, warrant or any other right. The percentage ownership in the table below is based on 150,302,208 Ordinary Shares outstanding as of February 28, 2026.

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Changes in Percentage Ownership by Major Shareholders

There were no significant changes in the percentage ownership held by any of our 5% or greater shareholders in the past three years other than as disclosed herein.

Record Holders

As of December 31, 2025, 150,833,916 of our Ordinary Shares were issued and outstanding.  To our knowledge, approximately 20.50% of our total outstanding Ordinary Shares were held by 163 record holders in the United States.

Control by Another Corporation, Foreign Government or Other Persons

To the best of our knowledge, Bullish is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly.

Related Party Transactions

Service Agreement relating to office premises in Cayman Islands

On August 27, 2024, we entered into a service agreement with B1 Services KY Limited, under which Bullish Services KY Limited agreed to allocate approximately 50% of the office premises it leased in the Cayman Islands for B1 Services KY Limited’s use, inclusive of restroom facilities, other agreed shared amenities and property overhead services. B1 Services KY Limited paid a service fee to Bullish Services KY Limited to use and occupy its portion of the office space, approximately 50% of the total lease amount and 50% of the property overhead services. On July 17, 2025, we entered into a heads of agreement with the landlord of such office premises and Buttonwood Services KY Limited, an entity controlled by Brendan F. Blumer, a director and shareholder of Bullish, pursuant to which, for no cost (other than an administrative fee due to the landlord), we agreed to assign such office lease to Buttonwood Services KY Limited, the services agreement described above with B1 Services KY Limited would be terminated and a guarantee provided by Bullish Global to such landlord would be terminated.

Acquisition of Office Unit Sales Agreement

On July 17, 2025, we entered into an Assignment of Contract with Step Back Research (“Step Back”), an affiliate of Brendan F. Blumer, a director and shareholder of Bullish, pursuant to which Step Back assigned to our subsidiary, Bullish Services KY Limited, a sale contract dated March 28, 2024 (the “Sale Contract”) with respect to the purchase of a condominium unit under development in the Cayman Islands (the “Unit”) for a purchase price of $4,884,000. Under the terms of the assignment, Step Back assigned to Bullish Services KY Limited all rights in and to the Sales Contract, including the right to take title to the Unit when completed, and Bullish Services KY Limited agreed to assume and perform all of Step Back’s obligations under the Sale Contract, including payment of the purchase price as and when due. Bullish Services KY Limited agreed to reimburse Step Back an approximately $1,465,200 deposit previously provided to the seller, and to reimburse Step Back for approximately $400,000 of expenses incurred to date in respect of the fitting of the Unit. Upon completion, we intend to use the Unit as office space.

Loan Agreement with SPV KY Limited

Pursuant to a loan agreement (as amended and restated on December 12, 2023) between Bullish Global as borrower and with SPV KY Limited as lender, we borrowed 60 million USDC, $40 million and 9,600 Bitcoin, such that the entire facility has been utilized with the aggregate principal amount of the loan being $496.7 million carrying a per annum interest rate of 7%. The amounts borrowed are required to be repaid on the fifth anniversary of the respective drawdown dates. SPV KY Limited is majority beneficially owned by directors and direct and indirect shareholders of Bullish. There are no common directors between SPV KY Limited and Bullish.

The total outstanding amount as of December 31, 2025 was $514.4 million, consisting of the $505.6 million principal amount and $8.8 million accrued and unpaid interest.

Exchange Customer Relationship

Pu Luo Chung VC Private Limited, a company owning approximately 9.71% of the shares in Bullish as of December 31, 2025, is affiliated with PLC VC2 (Digital Assets), a company that became a customer on the Bullish Exchange in 2024. Management assessed the related party's on-exchange activity since inception and concluded it to be immaterial relative to total exchange activity. Accordingly, this activity is not material to the Company's financial position, results of operations, or cash flows.

Related Party Transactions

For the year ended December 31, 2025, we received services fees from a related party of $0.6 million for the use of office spaces and amenities leased by us. In addition, we paid loan interest of $34.8 million to a related party SPV KY Limited in relation to a loan facility.

As of December 31, 2025, the amounts due to related parties (block.one and its subsidiaries) were $0.8 million, representing the service fees due to them in connection with their services provided to us for our Exchange. The borrowings due to a related party SPV KY Limited were $514.8 million.

For the year ended December 31, 2024, we received services fees from a related party of $0.3 million for the use of office spaces and amenities leased by us. In addition, we paid loan interest of $34.9 million to a related party SPV KY Limited in relation to a loan facility.

As of December 31, 2024, the amounts due to related parties (block.one and its subsidiaries) were $1.8 million, representing the service fees due to them in connection with their services provided to us for our Exchange. The borrowings due to a related party SPV KY Limited were $491.2 million.

For the year ended December 31, 2023, we paid service fees of $2.1 million to block.one subsidiaries, for their management, administrative, and research and development services in connection with our Exchange. In addition, we paid loan interest of $2.1 million to block.one in relation to a loan facility.

As of December 31, 2023, the amount due to block.one and its subsidiaries were $0.5 million and $3.9 million, respectively, both representing the service fees due to them in connection with their services provided to us for our Exchange.

As of December 31, 2023, we were party to loan agreements with block.one and the borrowings due to block.one were $422.8 million.

We perform review and benchmarking as part of our control process to ensure the fees are charged on an arm’s length basis. For outstanding balances with the amount due to related parties are unsecured, interest free and repayable on demand.

Historical related party transactions

For details of historical related party transactions, please refer to our other SEC filings, including Bullish’s Form F-1/A filed on August 11, 2025, File No. 333-288780.