Webull Corp (BULL)

Overview

Webull is a digital investment
platform built upon a next-generation global infrastructure. We provide our customers with extensive products, features and functions
that go beyond what is offered by most retail investment platforms in the markets today. The Webull platform is specifically designed
and developed for our target demographic of young and digitally-savvy retail investors. We believe we are the platform of choice for this
new generation of retail investors, whose demands for diverse investment products, mobile-first interface, around-the-clock availability,
instant and in-depth market data, and social features may be prohibitively expensive for traditional investment platforms. We pride ourselves
in the professional grade trading and investment features we offer. Though we may not be the place where our customers first learn about
investing, we aim to be the platform they graduate into as they become more informed about investing. Our customers are primarily millennials
and Gen Zs, and 68% report having prior investing experience before opening an account with us as of December 31, 2025.
Our young customers provide us with opportunities to grow with and continue to serve them over the next several decades as their trusted
lifelong investment partner.

Driven by our strong belief
that every retail investor should have access to the resources needed to become a more educated and empowered investor — what
we refer to as the informed investor — our platform enables anyone to create a free account on Webull and gain
access to the information and analytical tools that other brokerages typically lock behind a paywall, through which we help investors
become more informed. The days when real-time stock price data were privileged information hidden behind a paywall are gone, and
we believe more sophisticated market information should be made affordable and accessible to ordinary investors. We believe that no investment
decision should be made without access to relevant public information, and no investor should have to question the stability of the underlying
platform. As a result, many experienced investors choose us for the advanced trading tools and functions we offer, while novice investors
look to us as a trusted resource for gaining the education and insight needed to become informed investors.

We serve our customers through a global platform built around self-directed
trading and provide our users access to market data from a broad range of exchanges worldwide as of December 31, 2025. Our freely
available information and analytics, coupled with our open digital community features, foster a virtual trading floor experience similar
to Wall Street and Canary Wharf where investment theses are freely exchanged and debated with the most popular ideas rising to the surface.
Armed with these tools and the Webull Community, experienced and novice investors alike can learn and develop the confidence and ability
to grow their personal wealth. While our core product offering is designed for the self-directed retail investor, we have recently added
a number of wealth management services catered to those customers who prefer a more passive investment solution. We strive to make Webull
the platform of choice for everyone who takes investing seriously.

We generate revenues primarily
via transaction-based trading activities and interest related income primarily in connection with stock lending and margin financing services
provided to our customers.

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The following tables set forth
our key operating and financial metrics as of and for the periods indicated. We regularly review these key metrics to evaluate our business
and financial performance as well as make strategic decisions.

Our platform is a self-directed
investment platform. We do not have control over the investment decisions and trading behaviors of our customers. Our results are highly
sensitive to our customers’ trading behaviors and market fluctuations. These are significant, inherent limitations of the above
metrics which make predicting future results with precision difficult.

Notes:

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Note:

Key Factors Affecting Our Results of Operations

Our business and operating results are affected by general factors
driving the capital markets, digital trading and investment, and other industries in our markets, including demographic and macroeconomic
growth, technology adoption trends, and the digital transformation of financial service industries. In addition, we believe our results
of operations and financial performance are directly affected by certain factors specific to us, including the following:

Growth of our customer base

We have achieved rapid growth
in customers since the launch of our trading app in the United States in May 2018. Sustaining our growth requires continued
adoption of our platform by new customers and retention of existing customers. Our ability to continue to achieve customer growth is supported
by our mobile-first interface and competitive pricing, depth of products, in-depth data and analytics tools, connected social community,
and multi-platform interoperability. Additionally, we leverage our customers to organically recommend our platform to their family and
friends and drive our growth. The expansion of our customer base depends on the recognition and acceptance of our product and service
offerings as well as our value propositions to them. Our ability to educate and demonstrate to existing and prospective customers the
value and the effectiveness of our product and service offering is and will continue to be crucial for our business growth, financial
performance, and prospects. Leveraging our solid foundation and proven track record, we believe we are well placed to capitalize on overall
market growth and attract new retail investors globally.

Our ability to engage and monetize our customers

We have a highly engaged customer base, which contributed to significant
increases in trading volume on our platform. As we enrich our product and service offerings, we believe there is significant opportunity
to further engage our customers and increase their usage of our platform. Since the launch of our Webull App in the United States
in 2018, we have added a wide selection of features, products and services in response to customer demands including ETFs, options, fractional
shares and futures trading as well as cash sweep, margin financing, stock lending, retirement accounts, and syndicate services. We have
also created a robust community of investors by embedding social media tools and user-generated content into our platform. Our Webull
Community complements the investing tools, education, market data, and insight we provide and in turn drives customer engagement and retention.
Furthermore, we are constantly improving our existing features, products and services in response to customer feedback and keep our customers
engaged. For example, we rolled out “Webull Lite” in April 2024, an easier-to-use version of the Webull App designed to better
serve customers who are new to investing and preferred a more simplified experience.

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While not all forms of customer
engagement with our platform directly contribute to revenues or otherwise impact our results of operations, as more users join our platform
and engage with new and existing features, products, and services, we expect to generate more revenue over time. We believe the increasing
customer engagement on our platform demonstrates the growing lifetime value of our young customer base, providing us with opportunities
to grow with them over the next several decades.

Our ability to expand globally

We see significant market
opportunities globally in the digital brokerage industry. Our proven track record of successful execution in the United States provides
us with a strong brand and a tested strategy for expansion to other markets. Our centrally-developed platform is designed to be seamlessly
deployed across different markets, and we believe our highly scalable technology infrastructure will allow us to continue to penetrate
new markets with moderate investment and marginal cost. Additionally, our strong localization capabilities enable us to better understand
local market characteristics as well as the varying needs of local customers, which give us a significant competitive advantage as we
continue to expand across the globe. In addition to the U.S. market, we have launched our licensed brokerage business across North
America, Asia Pacific, Europe, and Africa, and are in the process of securing additional licenses in Latin America. We believe a global
footprint will enable us to capture the significant potential of underserved markets, creating opportunities for our sustainable growth
and business prospects.

Optimization of our operating expenses

Our results of operations
depend in part on our ability to manage our operating expenses, especially our marketing and branding expenses. We have invested significantly
in marketing and branding to attract customers and sustain our growth. We utilize various marketing tools to attract new customers, such
as Webull Referral Program and paid advertising. In 2023, 2024 and 2025, our marketing and branding expenses amounted to $152.3 million,
$138.7 million and $135.9 million, respectively. Our ability to lower such expenses as a percentage of our total revenues depends
on our ability to improve customer acquisition efficiency.

In addition, we have made,
and will continue to make, significant investments in our technology infrastructure which is critical for us to offer high-quality products
and services as well as to attract and retain customers. Our proprietary technology infrastructure is the backbone of our highly stable
and scalable trading platform, enabling us to facilitate secure, fast and cost-efficient financial transactions. Our ability to leverage
our investment in technology infrastructure and talent to develop and enhance our products and services in a cost-effective manner affects
our results of operations.

As our business further grows in scale, we expect our operating expenses
to increase in absolute amounts in the foreseeable future. Nevertheless, with our continuous growth in scale and further optimization
of our operational capabilities, including through the adoption and implementation of artificial intelligence across our business operations,
we believe our continued commitment to operational efficiency and investment in technology will fuel our growth, and reinforce economies
of scale to optimize our operating margin.

Macroenvironment and conditions

Investment behavior of our customers is affected by the overall macroenvironment,
including economic, regulatory and market events and conditions, all of which are beyond our control. In particular, tariffs, inflation,
tax rates, fluctuations in interest rates and any other unfavorable changes in market conditions can have a material impact on investor
sentiment and trading volume, resulting in fluctuation in our trading revenues and interest related revenues.

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Key Components of Results of Operations

Revenues

We generate revenues primarily
from our equity and option order flow rebates and interest related income. The following table sets forth the components of our revenues
by amounts and percentages of our total revenues for the periods presented:

Note:

The following table sets forth
a breakdown of our revenues generated from trading activities for each of the key types of assets traded on our platform for the periods
presented:

Note:

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The following table sets forth
a breakdown of our revenues generated from external customers, excluding interest income arising from our corporate bank deposits, by
geographic region for the periods presented:

Note:

Our revenues from external
customers amounted to $374.8 million, $377.3 million and $556.0 million in 2023, 2024 and 2025, respectively. The revenues from external
customers in various geographic locations are attributable to the operating performance in those markets. Our external revenue attributable
to the United States increased by $161.4 million from 2024, primarily a result of increases in (i) equity and option order flow income
of $104.9 million; (ii) interest related income, excluding corporate interest, of $19.4 million; and handling charge income of $22.5 million,
respectively. See Results of Operations section for further information on the revenue changes we experienced for the years ended 2023,
2024, and 2025.

Our external revenues from
markets outside the United States increased $17.3 million from 2024 driven by continued expansion of our existing business, entry into
new markets and strengthening of our market position.

Equity and option order flow rebates

We generate a portion of our
revenues from equity and option order flow rebates that we receive from our market makers and liquidity providers for directing our customers’
trade orders to them for execution. In the case of equities and ETFs, the payments we receive are generally based on a percentage of the
notional volume of securities being traded. In the case of options, we receive payments on a per contract basis. Our equity and option
order flow revenues are recognized on a trade-date basis when we satisfy our performance obligation by routing a trade order to a market
maker or a liquidity provider.

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The following table sets forth
a breakdown of our equity and option order flow rebates by asset type for the periods presented:

Interest related income

Interest related income primarily
consists of revenues generated from (i) stock lending services, (ii) margin financing services, (iii) interest income from
customers’ bank deposits, and (iv) interest income from our own corporate bank deposits.

We received a significant
portion our interest related income from our clearing partner. In 2023, 2024 and 2025, interest from our clearing partner represented
80.5%, 48.4%, and 31.9% of total interest income, respectively. Interest related income from stock lending is generated from our clearing
partner’s fully paid stock lending program, through which our clearing partner provides us with a portion of the fees it generates
from the program, and revenue is recognized over the period that the lending activities are outstanding. Interest related income from
margin financing is related to the margin loans provided by our clearing partner to our platform users’ fully disclosed accounts
as well the margin loans we provide to our platform users’ who have an omnibus account with us, and revenue is recognized over the
period during which the margin loans are outstanding.

Additionally, a portion of
our interest income is generated from customers’ bank deposits and our own bank deposits, and is recorded on an accrual basis using
the effective interest method.

The following table sets forth
the components of our interest related income for the periods presented:

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The following table summarizes
interest-earning assets, the revenue generated by these assets, and their respective yields for the years ended December 31, 2025, 2024
and 2023.

Notes:

Corporate Bank Deposits — Although
our average corporate cash balances decreased from 2022, the impact of the higher average federal funds rate in 2023 led to the increase
of $10.5 million in interest revenue on our corporate cash. In 2024, interest income on our corporate cash decreased $1.9 million as a
result of our lower average corporate cash balances. In 2025, interest income on our corporate cash increased $2.0 million as a result
of higher average corporate cash balances. Our average corporate cash increased due to various equity financing transactions we entered
during 2025.

Customer Bank Deposits — Our
customer bank deposit growth is attributable to the growth in our funded accounts between 2022 and 2025. We experienced an increase in
interest income on customer bank deposits of $42.6 million between 2022 and 2023 due to the impact of the higher average federal
funds rate in 2023.  Our interest income on customer bank deposits remained consistent between 2023 and 2024 despite
growth in our average customer bank deposit balances as a result of launching our off-balance sheet sweep program in April 2023.
The launch of our off-balance sheet sweep program had the effect of lowering our annual yield from 3.83% during 2023 to 2.55% during
2024. In 2025, our interest on customer deposits increased $10.1 million due to higher average customer cash deposits. Our annual yield
slightly decreased from 2.55% during 2024 to 2.10% during 2025 due to a lower average federal funds rate in 2025.

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Margin Balances — Our
margin interest income was comparable between 2022 and 2023 despite a decrease in the average margin balance as a result of higher average
margin rates charged to customers during 2023 in response to higher interest rate environment. During 2024, our margin interest income
increased $6.7 million, as compared to 2023. The increase in our margin interest income was due to higher average margin balances
between the periods. Our estimated annual yield between the periods slightly decreased from 8.90% to 8.37% because of a shift in average
margin balances from margin loan tiers with higher annual margin rates to margin loan tiers with lower annual margin rates. In 2025, our
margin interest income increased $9.2 million, as compared to 2024. The increase in our margin interest income was due to higher average
margin balances between the periods. Our estimated annual yield between 2024 and 2025 decreased from 8.37% to 7.23% as a result of a lower
average federal funds rate in 2025 as well as more our margin customers subscribing to our premium subscription service that offers lower
margin rates to subscribers.

Fully Paid Securities Lending — Interest
income from the fully paid securities lending program is difficult to predict as the general demand for borrowing stocks is highly impacted
by overall market conditions. Also, hard to borrow stocks can cause volatility in the rate earned between periods. For 2024, our fully
paid securities lending income decreased $29.9 million, as compared to 2023. The decrease is primarily due to the migration of our U.S.
client accounts to an omnibus clearing arrangement with Apex Clearing, as fully paid stock lending was not available to such migrated
accounts for the majority of the year. We had more client accounts on an omnibus clearing arrangement with Apex Clearing during 2024 than
compared to 2023. Starting in August 2024, fully paid stock lending became available for our omnibus accounts. For 2025, our fully paid
securities lending income increased $2.4 million mainly due to our omnibus accounts having access to our fully paid stock lending program
for the entire year.

Handling charge income — Our
handling charge income primarily includes our commissions and platform trading fees charged to customers of our foreign broker-dealers
as well as other trade fees charged to customers which represent pass-thru of trading fees charged to us by regulatory authorities and
exchange fees passed through to us by market makers. Such fees may include SEC fees, OCC fees, and per contract charges for index options.

Other revenues

The following table sets forth
the components of our other revenues for the periods presented:

Revenue from data subscription
services represents subscription by our users to our market information services. We provide advanced quotation services, such as Level
2 Advance powered by Nasdaq TotalView, for which our customers subscribe on a monthly basis.

Revenue from co-marketing
services is primarily derived from our co-marketing services provided to Nasdaq and Cboe. In 2020, we entered into a service agreement
with Nasdaq, pursuant to which Nasdaq granted us a license to receive and use Nasdaq’s proprietary data products in accordance with
Nasdaq’s requirements. By presenting the underlying market data and information from Nasdaq on our platform, we functionally promote
such data products for Nasdaq and therefore receive incentives from Nasdaq for the marketing and promotion effects we bring to Nasdaq.
In 2021, we entered into a sponsored content agreement with Cboe whereby Cboe provides us sponsored content to market and promote Cboe
securities products and services. We receive incentive payments that are based upon the level of our marketing and promotional spend.
Our service agreement with Nasdaq expired in July 2023 and our agreement with Cboe expired in August 2024.

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Our lease income represents
revenue earned from leasing a portion of our excess corporate office space. In November 2022, we acquired a 5-story office building located
in St. Petersburg, Florida to function as our corporate and operations headquarters.

Revenue from syndicate fees
is derived from our participation in IPO and secondary offerings as a member of the syndicate selling group. As a member of the selling
group, we do not commit any capital. We publicize to our users the opportunity to subscribe to offerings in which we are a selling group
member. We are allocated shares by the lead underwriter at a discount to the offering price. We then allocate those shares among the users
that subscribe to the offering at the offering price, thereby capturing the selling group spread. Revenue is recognized when realized
on the trade date of the sale of allocated shares to users.

Revenue from foreign exchange
fees consist of the fee we charge to convert a platform user’s domestic currency into a foreign currency to facilitate the platform
user’s purchase of securities in foreign markets, and, conversely, the fee we charge to convert proceeds from the sale of securities
in foreign markets to the platform user’s domestic currency. Revenue is recognized once the foreign exchange transaction is completed.

Revenue from non-trading rebates
represents rebates we receive from our banking partner in connection with our debit card funding and withdrawal feature offered to our
platform users. The rebate is earned upon settlement of the debit card transaction.

Revenue from proxy rebates
represents income generated through our collaboration with a third-party investor communications company. We share certain shareholder
information with the third-party, enabling them to distribute materials to shareholders, such as documents related to shareholder meetings
and voting instructions. Our revenue comes from a portion of the payments the third party receives from issuers. This revenue is recognized
once we fulfill our obligation to provide the required data and the third-party provider verifies our share.

Operating expenses

The following table sets forth
the components of our operating expenses by amounts and percentages of operating expenses for the periods presented:

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Brokerage and transaction

Brokerage and transaction
expenses primarily consist of clearing and operation costs, market information and data fees, and handling charge expenses. Our clearing
and operation costs accounted for 66.0%, 66.5% and 65.0% of our brokerage and transaction expenses in 2023, 2024 and 2025, respectively.
The following table sets forth the components of our brokerage and transaction expenses for the periods presented:

Clearing
and operation costs consist of clearing costs, mainly representing service fees charged by our clearing partner, and operation costs,
mainly representing customer verification fees, transaction fees, and customer debit balances for which we are responsible. Market information
and data fees mainly represent information and data fees that we pay to stock exchanges and market data providers. Handling charge expenses
mainly represent handling fees charged by the OCC in connection with the clearing of settled
option transactions.

Technology and development

Technology and development
expenses consist of research and development expenses, primarily in the form of compensation and benefits for engineers and developers,
and related costs, cloud service fees, and system costs. Cloud service fees represent data storage and computing service fees. System
costs represent fees to software providers to access and use their systems.

The following table sets forth
the components of our technology and development expenses for the periods presented:

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Marketing and branding

Marketing and branding expenses
primarily consist of advertising and promotion costs, costs of free stock promotions, and expenses for personnel engaged in marketing
and business development activities. The following table sets forth the components of our marketing and branding expenses for the periods
presented:

Our advertising and promotion
costs represent our expenditures in advertising marketing and branding activities. As a digital trading platform, the vast majority of
our advertising and promotion costs are incurred for digital advertising such as paid search on search engines and paid social advertising
on social network platforms. In 2023, 2024 and 2025, we spent a total of $58.7 million, $61.9 million and $59.3 million on paid search
and paid social advertising, respectively. In addition, starting in 2021, we also increased our spending on branding activities to promote
awareness of the Webull brand globally. Specifically, we entered into a global multi-year agreement with Brooklyn Nets, LLC and its affiliates
in September 2021, pursuant to which were are obliged to pay an aggregate of $90 million in non-refundable fees over the following
three years for the placement of a “Webull”-branded patch on Brooklyn Nets game jerseys. In 2023 and 2024, we recognized
$30.1 million and $24.8 million, respectively, in advertising and promotion costs attributable to the Brooklyn Nets sponsorship.
The Brooklyn Nets sponsorship ended during September 2024; therefore, no such costs were incurred in 2025.

Since 2023 the cost of our
free stock promotions have continued to decreased as we have shifted to higher return promotions that drive AUM growth, such as offering
a cash bonus match on new cash deposits and asset transfers that are not payable until after the cash deposit or asset transfer has been
maintained for a required length of time. The expense of free stock promotions is determined when an eligible customers receive their
free stock and is based upon the fair value of the stock transferred to the customer. We acquire the stock after the stock rewards are
claimed. At the time eligible customers claim their free stock rewards, they become entitled to those free stock rewards and we assign
the specific stocks to the users using an algorithm. At market close on each trading day, we use a designated account that we
have established with our clearing partner to purchase all of the award stocks claimed prior to the market close and our clearing partner
executes and settles such purchases.

For our fully disclosed accounts,
the acquired stocks are deposited into the designated account at Apex Clearing and we instruct Apex Clearing to transfer the stocks
from our account to the account of the eligible customers who are entitled to the free stock rewards. For omnibus accounts, we purchase
the stocks within our designated stock omnibus account and then allocate the shares to the accounts of eligible customers who are entitled
to the free stock rewards.

We record the cost of acquiring
the stock rewards as marketing and branding expenses within our statement of operations and comprehensive (loss) income. At each reporting
period, an estimated accrual for unsettled stock award is recorded as a liability with corresponding accrued marketing expense. Any changes
to the fair value of the stock award from the accrual to the time the security is transferred to the customer’s account at our clearing
broker is recorded as marketing expense. However, we are required to account for free stock and cash promotions paid to certain of our
platform users who are determined to be customers as a reduction in revenue, rather than as a marketing and branding expense. For the
years ended December 31, 2023, 2024 and 2025, we classified $0.52 million, $3.6 million and $21.2 million, respectively, of promotional
expenses as a reduction to revenue.

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Our marketing and branding
expenses also include the compensation to our referral partners. Our referral partners are opinion leaders and other third-party organizations/forums,
generally influential individuals, who primarily utilize social media to express views and values, demonstrate professional competence,
and maintain a network of followers. We compensate our referral partners for each new user that uses the referral partner’s event-specific
link to open and fund a Webull brokerage account with a minimum deposit amount, the total compensation for whom depends on the size of
the referral partners’ network of followers and the effect of the marketing activities. We primarily compensate our referral partners
by free stocks transferred into their Webull accounts, which are recorded as our costs of free stock promotions, and to a much lesser
extent, cash, which is recorded as our advertising and promotion costs. In 2023, 2024 and 2025, the total expenses recognized for our
referral partners, including the compensation recognized as our costs of free stock promotions and our advertising and promotion costs,
amounted to $10.3 million, $9.4 million and $9.9 million, respectively.

General and administrative

General and administrative
expenses primarily consist of employee compensation and benefits, professional services, compliance fees, rental payments on office and
related occupancy costs and depreciation and amortization. The following table sets forth the components of our general and administrative
expenses for the periods presented:

Taxation

Cayman Islands

We are an exempted company
incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to tax on income or capital gains,
and the Cayman Islands currently has no form of estate duty, inheritance tax or gift tax. In 2025, we applied for and received under the
Tax Concessions Law an undertaking exempting us from any tax on profits, income, gains, or appreciation that might be introduced for twenty
years. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which
may be applicable on instruments executed in or brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands
currently does not impose withholding tax on dividend payments.

United States

Our subsidiaries located in
the United States are subject to a federal income tax rate of 21% for domestic taxable income earned.

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Hong Kong SAR

Our Hong Kong subsidiaries
are subject to a profit tax rate of 16.5% under the current Hong Kong Inland Revenue Ordinance on their taxable income generated
from operations in Hong Kong.

Singapore

Our Singapore subsidiaries
are subject to a corporate income tax rate of 17%.

Mainland China

The standard corporate income
tax rate in Mainland China is 25% and 15% for certain qualified enterprises. Our main operating subsidiary in Mainland China has applied
and received approval for the reduced corporate income tax rate beginning with the tax year 2023.

Non-GAAP Financial Measures

We use adjusted operating
expenses, adjusted operating profit and adjusted net income, all non-GAAP financial measures, to evaluate our operating results and for
financial and operational decision-making purposes. Adjusted operating expenses represent total operating expenses excluding share-based
compensation expense and one-time transactions. Adjusted operating profit represents income (loss) from continuing operations, before
income taxes, excluding share-based compensation expenses, one-time transactions, and other expense, net. Adjusted net income represents
net income attributable to the Company, excluding share-based compensation expense, foreign currency transaction gains and losses and
one-time transactions.

We believe that adjusted operating
expenses, adjusted operating profit and adjusted net income helps identify underlying trends in our business that could otherwise be distorted
by the effect of certain expenses that we include in operating expenses, income from continuing operations, before income taxes, and net
income attributable to the Company. We believe that adjusted operating expenses, adjusted operating profit and adjusted net income provides
useful information about our operating results, enhances the overall understanding of our past performance and future prospects and allows
for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.

Adjusted operating expenses,
adjusted operating profit and adjusted net income should not be considered in isolation or construed as an alternative to total operating
expenses, income from continuing operations, before income taxes and net income attributable to the Company or any other measure of performance
or as an indicator of our operating performance. Investors are encouraged to review the historical non-GAAP financial measures to the
most directly comparable GAAP measures. Adjusted operating expenses, adjusted operating income and adjusted net income presented here
may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures
differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial
information in its entirety and not rely on a single financial measure.

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The table below sets forth
a reconciliation of our adjusted operating expenses.

The table below sets forth
a reconciliation of our adjusted operating profit to income (loss) from continuing operations, before income taxes.

The table below sets forth
a reconciliation of our adjusted net income to net income (loss) attributable to the Company for the periods indicated.

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Results of Operations

The following table sets forth
a summary of our consolidated results of operations for the periods presented. This information should be read together with our consolidated
financial statements and related notes included elsewhere in this Report. The results of operations in any period are not necessarily
indicative of our future trends.

Note:

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Period Ended December 31, 2025 Compared to Period Ended December 31,
2024

Revenues

Our total revenues increased
by $180.8 million from $390.2 million for the year ended December 31, 2024 to $571 million for the year ended December 31, 2025, primarily
due to increases in equity and option order flow rebates, stock lending income, margin financing interest, customer bank deposit interest,
platform and trading fees, and other income of $107.1 million, $2.4 million, $9.2 million, $10.1 million, $39.1 million and $11.7 million,
respectively. The reasons for the changes are discussed below:

Option order flow rebates.
Our option order flow rebates increased $74.3 million for the year ended December 31, 2025 as compared to the same prior year period.
The increase is primarily due to (i) our option contract volume increasing by 88 million contracts between the periods and (ii) our improved
rate card with market makers and liquidity providers that was implemented in the third quarter of 2024 and in effect for all of 2025.

Equity order flow rebates.
Our equity order flow rebates increased $32.7 million for the year ended December 31, 2025 as compared to the same prior period as
a result of an increase of $272 billion in equity trading notional value between the periods.

Stock lending income.
Our stock lending income increased $2.4 million for the year ended December 31, 2025 as compared to the same prior year period.
The increase was mainly due to our omnibus accounts having access to our fully paid stock lending program for the entire year. Omnibus
accounts were able to participate in the fully paid stock lending program beginning in August 2024.

Margin finance interest.
Our margin finance interest increased $9.2 million during the year ended December 31, 2025 as compared to the same prior year period as
a result of higher average margin balances between the periods.

Customer bank deposit interest.
Our interest income on customer bank deposits increased $10.1 million during 2025 due to higher average customer cash balances. Our annual
yield slightly decreased from 2.55% during 2024 to 2.10% during 2025 as a result of lower average federal funds rate in 2025.

Platform and trading fees.
Our platform and trading fees increased $39.1 million during the year ended December 31, 2025 as compared to the same prior year
period due to (i) an increase of $19.8 million in our futures and event contract products; (ii) an increase of $8.2 million from platform
users’ debit card funding and withdrawal transasctions; and (ii) $11.1 million in growth in our non-US broker-dealers products.
The growth in our non-US broker-dealers was primarily from Canada, Thailand, United Kingdom and Japan and in the amounts of $3.1 million,
$2.8 million, $1.3 million, and $1.1 million, respectively.

Other revenues. Other
revenues increased $11.7 million between the year ended December 31, 2025 as compared to the same prior year period, primarily a
result of increases in syndicate fees, foreign exchange fees, non-trading rebates and proxy income of $1.1 million, $2.5 million, $5.6
million and $1.0 million, respectively. Increase in syndicate fees, foreign exchange fees and proxy income is attributable to growth in
our global brokerage platform. The increase in non-trading rebates is due to the 2025 launch of a new platform feature that allows our
platform users to use their debit cards for instant funding and withdrawals to and from their brokerage accounts.

Operating expenses

Our total operating expenses
increased by $108.0 million from $404.5 million for the year ended December 31, 2024 to $512.5 million for the year
ended December 31, 2025, primarily due to (i) growth in brokerage and transactions expenses due to growth in our trading revenues
and (ii) increase in our general and administrative expenses as a result of increasing our scale and global expansion.

Brokerage and transaction.
Our brokerage and transaction expenses increased by $49.4 million from $79.3 million for the year ended December 31,
2024 to $128.7 million for the year ended December 31, 2025, primarily consisting of a $42.8 million increase in clearing
and handling expenses due to increased equity and options contract volume and a $6.6 million increase in our market and data fees
as a result of growth in our existing markets as well as launching in new markets.

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Technology and development.
Our technology and development expenses increased by $15.4 million from $63.8 million for the year ended December 31, 2024
to $79.2 million for the year ended December 31, 2025. The increase is due to higher technology personnel costs, cloud services
and system costs in connection with our efforts to grow existing markets as well as launch in new markets.

Marketing and branding.
Our marketing and branding expenses decreased by $2.8 million from $138.7 million for the year ended December 31, 2024
to $135.9 million for the year ended December 31, 2025, primarily reflecting a decrease of $9.2 million in free stock promotions
offset by increases of $2.9 million in advertising and promotional activities and $3.5 million in employee compensation and benefits.
The overall decrease in marketing and branding is due to our efforts to grow the number of our client accounts utilizing more cost-effective
customer acquisition promotions and advertising. For example, we reduced free stock promotions to focus on more asset-based promotional
activities, and we did not renew our Brooklyn Nets sponsorship, which ended in September 2024.

General and administrative.
Our general and administrative expenses increased by $45.9 million from $122.7 million for the year ended December 31,
2024 to $168.6 million for the year ended December 31, 2025, primarily reflecting increases in stock compensation expense of
$13.6 million, employee compensation and benefits of $13.8 million, $9.5 million in office related expenses, $5.3 million in professional
services, and $2 million in compliance costs. The increases were incurred as we grew our business scale and continued our global expansion.
Additionally, $3.2 million of the increase in our professional services pertains to an increase in our litigation loss contingency accrual.

Other (income) expense, net

We had other expense, net for the year ended December
31, 2025 of $13.3 million compared to other income, net for the same prior year period of $2.3 million, a decrease of $15.6 million. The
decrease was primarily driven by increase in foreign currency transaction losses of $14.2 million, a write-off of deferred equity costs
of $11.0 million, and an increase of $5.3 million in interest expense, offset by a $15.5 million gain from the Webull Pay step-acquisition.

Income (loss) from continuing operations,
before income taxes

As a result of the foregoing,
we recognized income from continuing operations, before income taxes, of $45.2 million for the year ended December 31, 2025, as compared
to a loss from continuing operations, before income taxes, of $12.1 million for the year ended December 31, 2024, representing an increase
of $57.2 million.

Provision for income taxes

Our provision for income taxes
increased from $13.8 million for the year ended December 31, 2024 to $20.8 million for the year ended 2025 due to higher profitability.

Income (loss) from continuing operations,
net of tax

As a result of the foregoing,
we recognized income from continuing operations, net of tax, of $24.4 million for the year ended December 31, 2025, as compared to a loss
from continuing operations, net of tax, of $25.9 million for the same prior year period, representing an increase in profitability of
$50.3 million.

Income from discontinued operations, net
of tax

We had income from discontinued
operations, net of tax of $1.8 million for the year ended December 31, 2023. Although we spun off Webull Pay, LLC on July 14, 2023,
we were able to deduct, based upon a transfer pricing analysis, additional expenses attributable to Webull Pay, Inc prior to the spin-off
transaction on our US federal consolidated return, which led to us recognizing an income tax benefit of $2.7 million.

Net income (loss)

As a result of the foregoing,
we recognized net income of $24.4 million for the year ended December 31, 2025 as compared to a net loss of $23.1 million for the year
ended December 31, 2024, an increase of $47.5 million.

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Net loss attributable to noncontrolling interest

Our net loss attributable
to noncontrolling interest represents our partial equity interest in PT Webull Sekuritas Indonesia. For the years ended December 31, 2024
and 2025, our equity interest was 80.1% and 95.1%, respectively. Our equity interest represents a controlling financial interest; and,
therefore, we consolidate the results of PT Webull Sekuritas Indonesia and recognize a noncontrolling interest for the portion of equity
interest we do not own. For the year ended December 31, 2025, the net loss attributable to noncontrolling interest decreased from
$489 thousand to $405 thousand.

Preferred shares redemption value accretion

On April 10, 2025, our preferred
shares were converted into Webull Class A Ordinary Shares (“Preferred Share Conversion”) in connection with the closing of
the Business Combination Agreement. Prior to their conversion, we were required to adjust the carrying value of our preferred shares to
their redemption value at each reporting period end. An increase in the redemption value of our preferred shares is accounted for as reduction
to income attributable to the Company. Such reduction reduces the net income attributable to ordinary shareholders.

We recognized $495.1 million
and $21.7 million of preferred shares redemption value accretion for 2024 and 2025, respectively, representing a decrease of $473.4 million.
The decrease is attributable to less of an increase in the fair value of our equity for the period of time our preferred shares were outstanding
in 2025.

Fair value of ordinary shares issued to preferred shareholders

On April 10, 2025, we issued 42.7 million Webull
Class A Ordinary Shares to certain preferred shareholders for no cash proceeds. The aggregate fair value of these shares was $513.1 million.
We accounted for the fair value of these shares as a reduction to income attributable to the Company, effectively reducing the net income
attributable to ordinary shareholders by $513.1 million. No such issuances were made during the year ended December 31, 2024.

Fair value of ordinary share warrants issued to preferred shareholders

On April 10, 2025, in connection with the closing
of the Business Combination Agreement, we issued 20 million Webull Incentive Warrants to certain former preferred shareholders. The fair
value of the Webull Incentive Warrants issued was $15.6 million and was accounted for as a reduction to income attributable to the Company,
effectively reducing the net income attributable to ordinary shareholders by $15.6 million. No such issuances were made during the year
ended December 31, 2024.

Excess carrying value of preferred shares repurchased

On April 10, 2025,
immediately prior to the Preferred Share Conversion, we repurchased 3,017,119 Series D preferred shares, with a carrying amount of
$138.1 million, from certain preferred shareholders in exchange for unsecured promissory notes with an aggregate principal balance
of $100 million. The difference between the carrying value of the repurchased shares and the aggregate principal balance issued as
consideration was $38.1 million, which was recorded as an increase to the net income attributable to the Company, effectively decreasing
the net loss attributable to ordinary shareholders. No such transaction occurred during the year ended December 31, 2024.

Net loss attributable to ordinary shareholders

Our net loss attributable
to ordinary shareholders improved from $517.8 million in 2024 to $487.5 million in 2025. The decrease of $30.3 million primarily
reflects improved profitability, which contributed an additional $47.5 million in income attributable to the Company, partially offset
by $17.2 million net increase in reductions to income attributable to the Company associated with preferred shareholder transactions detailed
above.

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Period Ended December 31, 2024 Compared to Period Ended December 31,
2023

Revenues

Our total revenues increased
by $0.63 million from $389.6 million for the year ended December 31, 2023 to $390.2 million for the year ended December 31, 2024, primarily
due to increases in equity order flow rebates, margin financing interest, platform and trading fees, and other income of $10.2 million,
$6.7 million, $18.5 million and $2.8 million, respectively, which was mostly offset by decreases in option order flow rebates, stock lending
income and corporate bank deposit interest of $5.4 million, $29.9 million and $1.9 million, respectively. The reasons for the changes
are discussed below:

Option order flow rebates.
Although we experienced an increase of 31 million option contracts traded during the year ended December 31, 2024 as compared
to the same prior year period, we experienced a decrease in option order flow revenue of $5.4 million as a result of a shift in the
composition of our customers’ option transactions towards securities with narrower spreads, specifically short-dated options
tied to indices, which resulted in lower order flow rebates from market makers and liquidity providers. However, options order flow rebates
improved in the third and fourth quarters following the implementation of a new rate card with market makers and liquidity providers.

Equity order flow rebates.
Our equity order flow rebates increased $10.2 million during the year ended December 31, 2024 as compared to the same prior period
as a result of an increase of $89 billion in equity trading notional value between the periods.

Stock lending income.
Our stock lending income decreased $29.9 million for the year ended December 31, 2024 as compared to the same prior year period,
primarily due to the migration of our U.S. client accounts to an omnibus clearing arrangement with Apex Clearing, as fully paid stock
lending was not available to our omnibus accounts until August 2024, therefore only client accounts that remained on a fully-disclosed basis
with Apex Clearing generated stock lending income during that time.

Margin finance interest.
Our margin finance interest increased $6.7 million during the year ended December 31, 2024 as compared to the same prior year period as
a result of higher average margin balances between the periods.

Client bank deposit interest.
Our interest income on customer bank deposits remained consistent between 2023 and 2024 despite growth in our average customer bank deposit
balances as a result of launching our off-balance sheet sweep program in April 2023. The launch of our off-balance sheet
sweep program had the effect of lowering our annual yield from 3.83% during 2023 to 2.55% during 2024.

Platform and trading fees.
Our platform and trading fees increased $18.5 million during the year ended December 31, 2024 as compared to the same prior
year period due to (i) $8.1 million increase in platform trading fees of our foreign broker-dealers, as we continued to expand our
business outside the U.S. by growing our existing markets such as Hong Kong, Singapore, and Australia, and launching in new markets such
as Japan, the U.K. and Canada; (ii) an increase of $7.9 million due to the 2024 launch of our futures product; and (iii) $2.5 million
increase in banking, transfer and other miscellaneous fees earned as a result of more client accounts on an omnibus clearing arrangement
with our clearing broker.

Other revenues. Other
revenues increased $2.8 million between the year ended December 31, 2024 and 2023 because of revenue we earned from our proxy distribution
vendor in connection with our omnibus client accounts. As a result of our client account migration efforts, we had more client accounts
on an omnibus clearing arrangement with our clearing broker during the year ended December 31, 2024 than during the same prior year period.

Operating expenses

Our total operating expenses
increased by $38.0 million from $366.6 million for the year ended December 31, 2023 to $404.6 million for the year
ended December 31, 2024, primarily due to the overall growth in our general and administrative expenses as a result of increasing
our scale and global expansion.

Brokerage and transaction.
Our brokerage and transaction expenses increased by $12.9 million from $66.4 million for the year ended December 31,
2023 to $79.3 million for the year ended December 31, 2024, primarily consisting of a $8.9 million increase in clearing
and handling expenses due to increased equity and options contract volume and a $3.3 million increase in our market and data fees
as a result of launching in new markets.

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Technology and development.
Our technology and development expenses increased by $11.6 million from $52.2 million for the year ended December 31, 2023
to $63.8 million for the year ended December 31, 2024. The increase is due to higher technology personnel costs, cloud services
and system costs in connection with our efforts to grow existing markets as well as launch in new markets.

Marketing and branding.
Our marketing and branding expenses decreased by $13.6 million from $152.3 million for the year ended December 31,
2023 to $138.7 million for the year ended December 31, 2024, primarily reflecting a decrease of $31.2 million in free stock promotions
offset by increases of $16.0 million in advertising and promotional activities and $1.6 million in employee compensation and benefits.
The overall decrease in marketing and branding is due to our efforts to grow the number of our client accounts utilizing more cost-effective
customer acquisition promotions and advertising. For example, we reduced free stock promotions to focus on more asset based promotional
activities, and we did not renew our Brooklyn Nets sponsorship, which ended in September 2024.

General and administrative.
Our general and administrative expenses increased by $26.9 million from $95.8 million for the year ended December 31,
2023 to $122.7 million for the year ended December 31, 2024, primarily reflecting increases in stock compensation expense of
$2.3 million, employee compensation and benefits of $13.4 million, $4.6 million in office related, $2.0 million depreciation and
amortization of right-of-use assets and $1.5 million in other non-income-based taxes and surcharges. The increases were incurred as we
grew our business scale and continued our global expansion. Additionally, we experienced an increase in our compliance costs of $2.5 million
between the periods as we (i) settled certain regulatory matters and (ii) increased our loss contingency accrual.

Other expense (income),
net. Our other expense, net decreased from $2.8 million for the year ended December 31, 2023 to other income, net of $2.3 million
for the year ended December 31, 2024. The decrease was primarily related to an increase in foreign currency exchange gains between
the periods.

Income (loss) from continuing operations,
before income taxes

As a result of the foregoing,
our income from continuing operations, before income taxes, decreased from $20.2 million for the ended December 31, 2023 to
a loss of $12.1 million for the year ended December 31, 2024.

Provision for income taxes

Our provision for income taxes
decreased from $16.1 million for the year ended December 31, 2023 to $13.8 million for the year ended 2024 due to lower profitability.

Income (loss) from continuing operations,
net of tax

As a result of the foregoing,
our income from continuing operations, net of tax, decreased from $4.0 million for the year ended December 31, 2023 to a loss of
$25.9 million for the year ended December 31, 2024.

Income from discontinued operations, net
of tax

We had income from discontinued
operations, net of tax of $1.8 million for the year ended December 31, 2023. Although we spun off Webull Pay, LLC on July 14, 2023,
we were able to deduct, based upon a transfer pricing analysis, additional expenses attributable to Webull Pay, Inc prior to the spin-off
transaction on our US federal consolidated return, which led to us recognizing an income tax benefit of $2.7 million.

Net income (loss)

As a result of the foregoing,
our net income decreased from $5.8 million for the year ended December 31, 2023 to a net loss of $23.2 million for the
year ended December 31, 2024.

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Net loss attributable to noncontrolling interest

On January 18, 2023,
we acquired an 80.1% equity interest in PT Mahastra Andalan Sekuritas, subsequently renamed PT Webull Sekuritas Indonesia. Our equity
interest represents a controlling financial interest; and, therefore, we consolidate the results of PT Webull Sekuritas Indonesia and
recognize a noncontrolling interest for the portion of equity interest we do not own. For the year ended December 31, 2024, the net
loss attributable to noncontrolling interest increased from $247 thousand to $489 thousand.

Preferred shares redemption value accretion

We adjust the carrying value
of our preferred shares to the redemption value for each reporting period. The redemption value of our preferred shares as of December
31, 2024 increased from their redemption value as of December 31, 2023 which resulted in recognizing accretion for the year ended December
31, 2024 of $495.1 million. The redemption value increase is attributable to the increase in the fair value of our equity between the
periods.

Net loss attributable to ordinary shareholders

Our net loss attributable
to ordinary shareholders of $334.0 million for the year ended December 31, 2023 increased to $517.8 million for the year
ended December 31, 2024 as a result of incurring a $25.9 million loss from continuing operations, net of tax and recognizing $495.1
million of accretion as the redemption value of our preferred shares increased during the year ended December 31, 2024.

Liquidity and Capital Resources

As of December 31, 2023,
2024, and 2025, we had cash and cash equivalents of $372.3 million, $270.7 million, and $653.2 million, respectively. Our cash
and cash equivalents represent demand deposits held at banks which are unrestricted as to withdrawal or use and highly liquid investments
with original maturities of less than 90 days.

Prior to closing our business combination transaction on April 10,
2025 and the listing of our Class A ordinary shares on the Nasdaq stock exchange, we had financed our operating and investing activities
primarily through cash proceeds from the sales of our convertible redeemable preferred shares and cash generated by operations. Subsequently,
we have raised $213.8 million in proceeds from the exercise of various warrants that were either issued or assumed in connection
with the business combination transaction. We also have raised $172.7 million in proceeds from the sale of our ordinary shares pursuant
to the Purchase Agreement.

We have issued unsecured promissory notes with an aggregate principal
amount of $100 million to repurchase a portion of our preferred shares prior to the closing of the business combination transaction.
We did not receive any loan proceeds from the issuance of the unsecured promissory notes. As of December 31, 2025, the aggregate principal
balance was $65,000,000. See Note 16 — Unsecured Promissory Notes to our consolidated financial statements for more details
on the promissory notes.

We have a syndicated revolving
credit agreement (“Syndicated Loan”) for an amount up to $150 million whereby we can borrow solely to finance withdrawals
from our US broker dealer subsidiary’s reserve account that is maintained for the exclusive benefit of our customers in accordance
with Rule 15c3-3 of the SEC. We are unable to use the Syndicated Loan for general corporate purposes. See Note 15 – Revolving Credit
Agreement for more details on the Syndicated Loan.

We believe that our current
cash and cash equivalents will be sufficient to meet our anticipated working capital requirements and capital expenditures for at least
the next 12 months. We may decide to enhance our liquidity position or increase our cash reserve for future investments through additional
capital and finance funding. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence
of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

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The following table sets forth a summary of our
cash flows for the periods presented:

Cash flows from operating activities

Net cash provided by operating activities for the
year ended December 31, 2025 was $566.4 million, as compared to net income of $24.4 million for the year ended December 31, 2025. The
increase in operating cash flow was primarily driven by continued migration of our U.S. client margin accounts to an omnibus basis with
our clearing organization. We carry our customers’ uninvested cash balances for accounts that are on an omnibus basis.

Net
cash provided by operating activities for the year ended December 31, 2024 was $185.2 million, as compared to net loss of $23.2 million
for the year ended December 31, 2024. Subsequent to December 31, 2023, we continued migrating our U.S. client non-margin accounts
and began migrating our U.S. client margin accounts from a fully disclosed basis to an omnibus basis with our clearing organization, which
primarily led to the overall increase in net cash provided by operating activities as we carry our customers’
uninvested cash balances for accounts that are on an omnibus basis.

Net cash provided by operating
activities in the year ended December 31, 2023 was $470.6 million, as compared to net income of $5.8 million in the year
ended December 31, 2023. The difference was primarily attributable to us migrating our U.S. client non-margin accounts from
a fully disclosed basis to an omnibus basis with our clearing organization in 2023. We carry our customers’ uninvested cash balances
for accounts that are on an omnibus basis.

Our discontinued operations
had net cash provided from operating activities of $1.9 million for the year ended December 31, 2023, respectively.

Cash flows from investing activities

Net cash provided by investing
activities for the year ended December 31, 2025 was $45.5 million, consisting primarily of net cash received from our acquisition
of Webull Pay.

Net cash used in investing
activities for the year ended December 31, 2024 was $2.4 million, consisting primarily of purchases of property, equipment and intangible
assets for business expansion.

Net cash used in investing activities
during the year ended December 31, 2023 was $10.0 million, consisting of $4.5 million of purchases of property and equipment
and intangible assets and $5.5 million of net cash paid for the acquisitions of Webull PT Webull Sekuritas Indonesia and Miflink, S.A.P.I.
de C.V.

Our discontinued operations
had no cash flows from investing activities for the year ended December 31, 2023.

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Cash flows from financing activities

Net cash provided by financing
activities for the year ended December 31, 2025 was $352.1 million, consisting primarily of $214.8 million in proceeds from the exercise
of various warrants that were issued and/or assumed in connection with the business combination transaction, $172.7 million in net proceeds
from the sale of ordinary shares, partially offset by $35 million in principal payments made on unsecured promissory notes .

Net cash provided by financing
activities for the year ended December 31, 2024 was $40.3 million, which represents proceeds from the sale of 1,215,817 of Series D
preferred shares.

Net cash provided by financing
activities in the year ended December 31, 2023 was $12.8 million, consisting primarily of receipt of proceeds from the sale
of preferred shares of $20 million, offset by the deconsolidation of Webull Pay, Inc. of $7.2 million.

Our discontinued operations
had cash used in financing activities of $11.9 million in 2023, which represents the discontinued operations aggregate distributions made
to its parent entity.

Regulatory capital requirements

Webull Financial, our U.S.
subsidiary that is a broker-dealer registered with the SEC, is subject to Rule 15c3-1 of the Exchange Act, or the Uniform Net Capital
Rule, which sets minimum net capital maintenance requirements. Webull Securities HK, our Hong Kong subsidiary that is a securities
dealer registered under the HK SFC, is subject to the Securities and Futures (Financial Resources) Rules of Hong Kong, or the FRR,
which sets minimum paid-up share capital and liquid capital maintenance requirements. Webull Securities (Japan) Co. Ltd., our subsidiary
registered as a financial instruments business operator in Japan, is subject to minimum capital and net assets requirements. Webull Securities
(Singapore) Pte. Ltd., our Singapore subsidiary that holds Capital Markets Services License from MAS, is subject to the Securities and
Futures (Financial and Margin Requirements for Holders of Capital Markets Services Licenses) Regulations, which sets forth minimum base
capital requirements. Webull Securities (Australia) Pty. Ltd., our Australia subsidiary that holds the Financial Service License from
ASIC, is subject to the Regulatory Guide RG 166 which sets forth minimum base capital requirements. Webull Securities (Canada) Limited,
a Canada subsidiary that holds broker-dealer registered with CIRO, is subject to Rule 15c3-1 of the Securities Exchange Act
which sets minimum net capital maintenance requirements. Webull Securities (UK) Ltd, our UK subsidiary that is authorized and regulated
by the Financial Conduct Authority, for the conduct of investment business, is subject to the minimum capital maintenance requirement
from FCA. PT Webull Sekuritas Indonesia, our Indonesia subsidiary that holds Capital Markets Services License from OJK, sets minimum
net capital maintenance requirements. Our subsidiary Webull Securities (Thailand) Co. Ltd. is subject to the capital requirements of the
Securities and Exchange Commission, Thailand. Our subsidiary Webull Securities (Malaysia) Sdn Bhd. is subject to the shareholders’
funds requirement of the Securities Commission Malaysia.

The following tables set out
a summary of the key regulatory requirements on minimum capital requirements which are applicable to our relevant operating entities:

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101

Regulatory capital requirements
could restrict our operating entities from expanding their business and declaring dividends if their net capital does not meet regulatory
requirements, and it is possible that a regulator could take an adverse action with respect to our operating entities for historical and/or
future non-compliance with net capital requirements.

As of December 31, 2025,
each of our relevant operating entities was in compliance with its respective regulatory capital requirements.

102

Material Cash Requirement

Our material cash requirements
as of December 31, 2025, primarily include our undiscounted operating lease payments, future repayment of unsecured promissory notes
and an ongoing construction project.

Our undiscounted operating
lease payments consist of the lease of office space under non-cancelable operating lease agreements, which will expire at various dates
until August 2032. As of December 31, 2025, our undiscounted operating lease payments amounted to $12.5 million.

We have unsecured promissory
notes with an aggregate outstanding principal balance of $65 million as of December 31, 2025. The notes require principal repayment on
or before April 9, 2027.

In late 2023, we entered into
a land use agreement with the City Changsha for the purpose of constructing a research and development center. The agreement requires
construction to be completed by December 31, 2026. Construction has commenced and is expected to be completed before the end of 2026.
The anticipated capital requirement for construction is RMB 125.5 million, or the equivalent of USD 17.9 million as of December 31, 2025.

Other than as discussed above,
we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2025.

Off-Balance Sheet Commitments and Arrangements

We provide a guarantee to
our clearing partner in the ordinary course of business. Our clearing partner has a contractual right of recovery from us in the event
of non-performance by customers, and we indemnify our clearing partner from all losses incurred in connection with customer’s unsecured
margin loans and securities borrowing.

The guarantee provided to
our clearing partner relates to the margin financing services that we provide to our customers. As an introducing broker, we cooperate
with our clearing partner to provide margin financing services, whereby we introduce our customers to our clearing partner on a fully
disclosed basis.

For eligible customers who
have entered into the relevant margin trading agreement with us and our clearing partner, our clearing partner provides the following
services during the extension of margin and earns margin interests from the provision of the margin:

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There is no maximum time limit
for the extension of margin to customers. A customer may be extended margin by our clearing partner so long as his or her margin account
has sufficient cash to pay margin interest and no margin calls are triggered by his or her trading positions.

On the other hand, during the extension of margin
by our clearing partner, we are obligated to:

Interest on margin trading
is calculated on a daily basis according to the margin extended by our clearing partner to the customers and a relevant interest rate.
The margin interest rates are variable and determined by the size of margin loan at the discretion of our clearing partner. Our clearing
partner retains part of the total margin interest charged to the customers, according to a Target Federal Funds Rate plus a premium pre-agreed
with us. In terms of the residual part of the total margin interest charged to the customers, it is transferred to us as our revenue.

We recognize the revenue ratably
over the service period during the extension of margin by our clearing partner as the performance obligation is satisfied, and record
it as interest related income.

We have not entered into any
derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated
financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity
that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity
that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services
with us.

Quantitative and Qualitative
Disclosures about Market Risk

Market-Related Credit Risk

We are exposed to market and credit risk primarily through customer margin activities. Changes in market conditions may affect the value
of securities collateralizing margin receivables and, therefore, our exposure to customer credit risk. We monitor customer accounts and
collateral levels on an ongoing basis and may require customers to deposit additional collateral or reduce positions in response to market
movements or changes in risk profiles. Periods of heightened market volatility may increase the likelihood of margin deficiencies and
the need for additional risk management actions.

We do not engage in securities lending or borrowing activities. Our only securities lending exposure arises from customer participation
in a fully-paid securities lending program administered by our clearing broker, Apex Clearing Corporation (“Apex”). Under
this program, Apex acts as the lending agent and is responsible for borrower selection, collateralization, and the daily management of
lending activity, including marking positions to market and maintaining collateral levels.

As a result, we do not control the key risk management functions associated with securities lending, including counterparty approval and
collateral management. While this structure limits our direct exposure to securities lending-related credit risk, our reliance on Apex
introduces operational and counterparty considerations. Any failure by Apex to effectively manage the program or perform its obligations
could adversely affect customer accounts and, in turn, our business, results of operations, and reputation.

Credit Risk

We engage in various investment and brokerage activities in which the counterparties primarily include broker-dealers, banks, and other
financial institutions. In the event counterparties do not fulfill their obligations, we may be exposed to risk. The risk of default depends
on the creditworthiness of the counterparty or issuer of the instrument. Our policy is to act only as an agent in a transaction and to
review the credit standing of each counterparty as necessary.

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We maintain our cash and cash equivalents and cash segregated under federal and foreign requirements in financial institutions throughout
the world. Financial institutions in the U.S. and Hong Kong hold 81% and 6%, respectively, of our total cash as of December 31, 2024.
As of December 31, 2025, financial institutions in the U.S. and Hong Kong hold 69% and 14%, respectively, of our total cash. Our cash
in accounts at financial institutions exceed insured limits. We are subject to credit risk to the extent any financial institution we
use is unable to fulfill their contractual obligations. We have not experienced any losses in such accounts, and we believe that we have
placed our cash on deposit with financial institutions which are financially stable. We do not believe we are subject to any significant
credit risk.

Foreign Currency Risk

Our consolidated financial statements are prepared using the U.S. dollar as our reporting currency. Our non-U.S. subsidiaries operating
around the world primarily use the currency of their country of domicile as their functional currency. Each of our non-U.S. subsidiaries’
financial statements is first prepared in its functional currency and then translated into our reporting currency. Changes in foreign
exchange rates between the U.S. dollar and the functional currencies of our non-U.S. subsidiaries may result in material foreign currency
translation gains and/or losses that are accounted for as an item of other comprehensive income within our statement of operations and
other comprehensive loss.

We also enter into transactions that result in monetary assets and liabilities that are denominated in a foreign currency. These transactions
are remeasured each reporting period and may result in material foreign currency exchange gains and/or losses depending on changes in
the applicable foreign exchange rate.

Our cash accounts at financial institutions are mainly held in U.S. dollar denominated accounts to limit foreign currency risk. As of
December 31, 2024 and 2025, 90% of our total cash balances were held in U.S. dollar denominated accounts.

Concentration Risks

Concentration of Revenue

Of the counterparties with whom we conduct business, there were three counterparties who each made up 10% or more of our revenues for
the year ended December 31, 2023. Their revenue percentages were 41%, 24% and 11%. For the year ended December 31, 2024, we had three
counterparties who each made up 10% or more of our revenues. Their revenue percentages were 24%, 19% and 11%. For the year ended December
31, 2025, we had four counterparties who each made up 10% or more of our revenues. Their revenue percentages were 14%, 14%, 12% and 12%.

Concentration of Receivables

As of December 31, 2024, we had one counterparty with current, outstanding receivable balances exceeding 10% of our receivables from brokers,
dealers, and clearing organization representing 85% of such receivables.

As of December 31, 2025, we had two counterparties with current, outstanding receivable balances exceeding 10% of our receivables from
brokers, dealers, and clearing organization representing 73% and 17% of such receivables, respectively.

Concentration of Execution
and Clearing

We rely on third parties for the execution and clearing of trades requested by customers. In instances where these parties fail to perform
their obligations, we may be temporarily unable to find alternative suppliers to satisfactorily deliver services to our customers in a
timely manner, if at all. In the United States, we utilize a single clearing partner for the security transactions of our platform users.

Research and Development

Our research and development costs are expensed when incurred and mainly
consist of employee salaries and share-based compensation and are classified within our technology and development expense categories
within our consolidated statements of operations and comprehensive (loss) income.

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Critical Accounting Estimates

Use of estimates

The preparation of the consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the date of the consolidated financial
statements, and the reported revenues and expenses during the reporting period and accompanying notes. Making estimates requires management
to exercise significant judgment. It is reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the future
due to one or more future confirming events.

Such estimates reflected in
our consolidated financial statements include, but are not limited to, the fair value of share-based compensation expense, redemption
value of our redeemable preferred shares, depreciable lives of property and equipment, useful lives of intangible assets, purchase price
allocation for business combinations, allowances for expected credit losses, loss contingency accruals, present value of lease liabilities,
and provision for income tax, including unrecognized tax benefits and deferred tax asset valuation allowances. These estimates are based
on historical experience and on various other assumptions that are believed to be reasonable. Actual results could differ from those estimates

Asset Acquisitions

We account for the acquisition
of an entity as an asset acquisition when substantially all the fair value of the gross assets acquired is concentrated in a single identifiable
asset or group of similar identifiable assets. In accordance with ASC 805, Business Combinations, the value of the consideration
paid in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values
with no resulting goodwill.

Business Combinations

We account for acquisitions
of entities or asset groups that qualify as businesses in accordance with ASC 805, Business Combinations. The purchase price of
the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values
at the acquisition date. The excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. During
the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities
assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values
of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements
of operations and comprehensive (loss) income.

Goodwill

Goodwill represents the excess
of the purchase price over the fair value of net assets acquired in a business combination and is allocated to reporting units expected
to benefit from the business combination. We test goodwill for impairment at least annually, in the fourth quarter, or whenever events
or changes in circumstances indicate that goodwill might be impaired. In testing for goodwill impairment, we first assess qualitative
factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the
fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, we determine
it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing
is not required. However, if we conclude otherwise, we proceed to a quantitative assessment.

The quantitative assessment
compares the estimated fair value of a reporting unit to its book value, including goodwill. If the fair value exceeds book value, goodwill
is considered not to be impaired and no additional steps are necessary. However, if the book value of a reporting unit exceeds its fair
value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that
reporting unit.

As
of December 31, 2025, we performed a qualitative assessment of our goodwill. Based upon our assessment, we noted no qualitative factors
that indicate our goodwill is more than likely impaired; and, therefore, we did not perform the quantitative assessment.

Income taxes

Our income tax expense is
an estimate of current income taxes payable in the current fiscal year based on reported income before income taxes. Deferred income taxes
reflect the effect of temporary differences and carryforwards that we recognize for financial reporting and income tax purposes at enacted
tax rates expected to be in effect when taxes are actually paid or recovered.

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We account for income taxes
in accordance with ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the use of the asset and
liability method, which requires recognition of deferred income tax assets and liabilities for the expected future tax consequences of
events that have been recognized in our consolidated financial statements, but have not been reflected in our taxable income. Deferred
tax assets are evaluated for future realization and reduced by a valuation allowance to the extent we believe that they will not be realized.
We consider many factors when assessing the likelihood of future realization of our deferred tax assets including, but not limited to,
historical cumulative loss experience and expectations of future earnings, tax planning strategies, and the carry-forward periods available
for tax reporting purposes. Our judgment regarding future profitability may change due to many factors, including future market conditions
and the ability to successfully execute business plans and/or tax planning strategies. Should there be a change in the ability to recover
deferred tax assets, our tax provision would increase or decrease in the period in which the assessment is changed.

We recognize a tax benefit
from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions
of any related appeals or litigation, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition
threshold at the effective date to be recognized. We account for uncertain tax positions, including net interest and penalties, as a component
of income tax expense or benefit. We make adjustments to these uncertain tax positions in accordance with applicable income tax guidance
and based on changes in facts and circumstances. To the extent that the final tax outcome of these matters is different from the amounts
recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have
a material impact to our consolidated financial statements and operating results.

Revenue Recognition

We utilize the guidance of
ASC 606, Revenue from Contracts with Customers to identify our customers for purposes of revenue recognition and accounting for
consideration payable to customers. We have determined that our market makers are customers as we route our platform users’ trading
orders to market makers in an agency capacity, as we do not buy or resell securities from or to platform users or market makers, in return
for the market makers’ payments for order flow. In limited circumstances, we charge trading fees to our platform users; and, therefore,
we have determined that (i) our platform users who pay us index option fees, large order option fees, futures contract commissions or
fixed income execution fees and (ii) our international platform users who pay trading commissions are considered customers under ASC 606.

We recognize revenue from
contracts with customers when we satisfy our performance obligations by transferring the promised services to our customers. A service
is transferred to a customer when the customer obtains control of that service. A performance obligation may be satisfied at a point in
time or over time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine
the customer obtains control over the promised service. Revenue from a performance obligation satisfied over time is recognized by measuring
our progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. The amount
of revenue recognized reflects the consideration we expect to receive in exchange for those promised services (i.e., the “Transaction
Price”). In the event we have consideration payable to a customer, we account for consideration payable as a reduction to the Transaction
Price when (i) the payment is not in exchange for a distinct good or service or (ii) the fair value of the consideration payable to the
customer exceeds the fair value of the distinct good or service received from the customer in which case the excess fair value is accounted
as a reduction to the Transaction Price. Our revenues from contracts with customers are recognized when the performance obligations are
satisfied at an amount that reflects the consideration expected to be received in exchange for such services. Most of our performance
obligations are satisfied at a point in time upon the successful execution of a platform user’s trade order.

No significant judgement is
required to assess the timing of satisfaction of our performance obligations, the Transaction Price or the amounts allocated to distinct
performance obligations. The payment terms with our customers do not give rise to a significant financing component as the period between
when we satisfy our performance obligations and when our customers are required to pay is one year or less. Our revenue does not include
any variable consideration.

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Share-based compensation

We apply the guidance of ASC
Topic 718, Compensation — Stock Compensation (ASC 718) with regard to our share-based awards issued to
employees and non-employees. Accordingly, we must review each share-based award to determine the appropriate classification as either
an equity or liability award. Our outstanding awards were determined to be equity awards and are classified as such as of December 31,
2024 and 2025.

ASC 718 requires share-based
compensation to be based on fair value. The fair value of our share-based awards is measured at the grant date which is when vesting commences.
The grant date fair value is the basis for determining the amount of share-based compensation to recognize from the issuance of a share-based
award. We record share-based compensation as an operating expense.

We recognize share-based compensation
using the graded vesting method of attribution and account for forfeitures in the period in which the share-based award is forfeited.
See Note 21 — Share-Based Compensation within our consolidated financial statements included within this Report for further
information on our share-based awards and the share-based compensation we recognized for the years ended December 31, 2023, 2024
and 2025.

Fair value of our ordinary shares

Prior to the Business Combination, we were a private company with no
quoted market prices for our ordinary shares. We therefore make estimates of the fair value of our ordinary shares on various dates for
the purpose of determining the fair value of our ordinary shares at the date of the grant of share-based compensation awards to our employees
as one of the inputs into determining the grant date fair value of the award.

Valuations of our ordinary
shares were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants’ Practice
Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, and with the assistance of an independent valuation
specialist. The assumptions we use in the valuation model are based on future expectations combined with management judgment, with inputs
of numerous objective and subjective factors, to determine the fair value of our ordinary shares, including the following factors:

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The determination of the fair
value of our ordinary shares requires complex and subjective judgments to be made regarding our operating results, our unique business
risks, the liquidity of our shares and our operating history and prospects at the time of valuation.

Following the completion of the Business Combination and the listing
of our Class A ordinary shares on the Nasdaq stock exchange, there is an active market for our Class A ordinary shares, so assumptions
and estimates are no longer necessary to determine the fair value of our Class A ordinary shares.

Recently Issued Accounting Pronouncements

A list of recently issued
accounting pronouncements that are relevant to us is included in Note 3 to our consolidated financial statements included elsewhere
in this Report.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Directors and Executive Officers

The following table sets forth
certain information relating to the executive officers and directors of Webull:

Mr. Anquan Wang
is our founder and has served as our chief executive officer since the inception of our company. Prior to founding our company, Mr. Wang
served as the general manager of finance business of Beijing Xiaomi Pay Technology Co., Ltd. from January 2015 to March 2016.
Prior to that, Mr. Wang held several positions at Alibaba Group and Ant Group from March 2006 to February 2012, including
platform development architect of software technology department at Alisoft, platform and technology manager of Alibaba research at Alisoft,
senior technology manager of innovative financial services department at Ant Financial Services, director of Taobao loan division at Alibaba
Financial, and assistant to general manager of innovative financial services department at Ant Group. Mr. Wang received his bachelor’s
degree in computer science and technology in 2005 and his master’s degree in software engineering in 2009, both from Hunan University.

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Mr. Anthony Denier
has served as our president since January 2024 and as our director since August 2022. Mr. Denier has also served as chief
executive officer of Webull Financial since June 2017. Mr. Denier has over 20 years of experience in management, compliance
and operations of U.S. and international equity, derivative and fixed income market products. From 2013 to 2017, as chief executive
officer and chief compliance officer of LXM USA LLP, Mr. Denier supervised the day-to-day operations of the firm and served
as the point person for all audits, both financial and compliance in scope. Mr. Denier also served as head of European equity sales
and trading division at Jones Trading from 2012 to 2013. Prior to that, he held positions in several financial services companies, including
ING Financial Markets, Numis Securities, Execution, LLC, Kaupthing Securities and Credit Suisse from 2000 to 2012. Mr. Denier received
his bachelor’s degree in political science from Columbia University in 2000.

Mr. H. C. Wang
has served as our chief financial officer since February 2021 and as our director since August 2022. Prior to joining our company,
Mr. Wang served as chief financial officer at Youxin Financial from 2018 to 2020, where he led the start-up effort and subsequent
spin-off of uSmart Securities. From 2016 to 2017, Mr. Wang worked at Uber China as co-head of Corporate Development Division, then
at Didi Chuxing after it acquired Uber China. Prior to that, Mr. Wang worked for Goldman Sachs from 2012 to 2016 and from 2006 to
2009. Mr. Wang received two bachelor’s degrees in mathematics and biological & environmental engineering from Cornell
University in 2005, and his juris doctorate degree from New York University School of Law in 2012.

Mr. Benjamin James
has served as our general counsel since June 2021 and as our director since August 2022. Prior to joining our company, Mr. James
was a partner in the Hong Kong office of Kirkland & Ellis International LLP, where he started working as an associate in
September 2011 and then as a partner from October 2013. While at Kirkland & Ellis International LLP, he primarily focused
on general corporate and securities law matters. From September 2007 to September 2011, Mr. James was an associate
at several international law firms, including the Hong Kong offices of Latham & Watkins LLP and Fried, Frank, Harris, Shriver &
Jacobson LLP, and the Dallas, Texas office of Vinson & Elkins LLP. He has been a member of the Texas Bar since November 2007.
Mr. James received his bachelor’s degree in international studies from Brigham Young University in 2004 and his juris doctorate
degree from Columbia University School of Law in 2007.

Mr. William Houlihan
began service as our independent director upon consummation of the Business Combination. He has more than 40 years of diversified financial
sector and business experience. Mr. Houlihan has served since 2013 as a director and audit committee chairman of Lument Finance Trust
(NYSE: LFT), a mortgage REIT. He has served since 2009 as a director and financial expert on the audit committee of Avem Health Partners,
previously known as First Physicians Capital Group, a healthcare investment company, which was publicly traded prior to completion of
a going-private transaction in January 2015, from April 2013 to September 2014 as non-executive chairman of its board of directors and
since May 2013 as the chairman of its audit committee. He previously served as a member of the board of directors of Angel Pond Holdings
Corporation, a blank check company, from May 2021 to December 2022, and as the chief financial officer for a number of blank check companies,
namely Thunder Bridge Acquisition Ltd. from June 2018 to July 2019, Thunder Bridge Acquisition II, Ltd. from August 2019 to June 2021,
Thunder Bridge Capital Partners III Inc. from February 2021 to December 2023, of Thunder Bridge Capital Partners IV Inc. from July 2021
until December 2024. Mr. Houlihan also served from November 2012 to June 2023 as a director and audit committee chairman for MAXEX, LLC,
a privately-owned residential mortgage loan trading business. Mr. Houlihan received a master’s degree in business administration
in finance from New York University Graduate School of Business and a bachelor’s degree in accounting from Manhattan College. He
was licensed as a certified public accountant, but his license is currently inactive. From January 2017 to December 2021, he served as
an adjunct professor at the Feliciano School of Business at Montclair State University.

On March 13, 2015, Mr. Houlihan
settled an administrative proceeding brought by the SEC regarding his alleged failure to file on a timely basis required Schedule 13D
amendments and Section 16(a) reports relating to his beneficial ownership of securities of FPCG. Mr. Houlihan is a member of the board
of directors of FPCG and a greater than 10% beneficial owner of FPCG securities. In the settlement, Mr. Houlihan did not admit or deny
the SEC’s allegations, consented to the entry of a cease and desist order requiring him not to cause any violation of Sections 13(d)(2)
and 16(a) of the Exchange Act, and agreed to pay a civil penalty of $15,000 to the SEC.

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Mr. Walter Bishop
began service as our independent director in June 2025. He has decades of expertise in regulatory compliance, independent financial
audits, and corporate governance. Since November 2025, he has served as chief financial officer for QDRO Acquisition
Corp (Nasdaq: QADR), a special purpose acquisition company, and since November 2023, he has served as lead independent director and audit committee chairman of
Syntec Optics Holdings, Inc. (Nasdaq: OPTX), a custom optics and photonics manufacturer whose board he joined following its merger
with OmniLit Acquisition Corp., a special purpose acquisition company on which he was director from April 2023 to November 2023. Mr.
Bishop served from April 2019 to December 2024 as a director and audit committee chairman of Highline Management Inc., an
alternative asset management company. In 2021, he served as a senior advisor to Thunder Bridge Capital Acquisition II, which merged
with Indie Semiconductor (Nasdaq: INDI). From 1997 to 2019, Mr. Bishop held multiple U.S. regional management positions at Deutsche
Bank (NYSE: DB), including chief operating officer for Deutsche Bank’s U.S. bank, chairman of the board and audit committee
for DB Trust Company Delaware, board member and branch manager for DB Cayman Islands Branch, and head of governance for capital
management and stress testing. From 1995 to 1997, he was chief administrative officer for Barclays Bank U.S., he was deputy general
manager and chief financial officer for Nordbanken U.S. from 1990 to 1995, and was an audit manager for KPMG Peat Marwick from 1985
to 1990. Mr. Bishop received a Master of Business Administration from St. John’s University and his bachelor’s in public
accounting from CUNY Baruch College.

B. Compensation

Compensation of Directors and Executive Officers

For the year ended
December 31, 2025, Webull paid an aggregate of $7.7 million in cash to its executive officers and an aggregate of $39.6
thousand in cash to its non-executive directors. Additionally, executive officers received an aggregate of $16.2 million in
share-based compensation from the delivery of vested restricted share units, the exercise of options, and the vesting of restricted
shares. Compensation pertaining to the delivery of vested restricted share units and the exercise of options is based upon the fair
value of Webull Class A Ordinary Shares at the delivery and exercise dates. Moreover, the compensation pertaining to the vesting of
restricted shares represents the share-based compensation expense we recognized in our 2025 financial statements, which is based
upon historical fair value on the grant date of each respective award. Payments made to our former Chief Strategy Officer of Webull
US and Chief Operating Officer of Webull Americas, both of whom resigned in 2025, are included within the total cash paid and
share-based compensation received aggregate amounts. For additional information on employments agreements and indemnification
agreements executed by our directors and officers, please see the section below entitled “Item 7. Major Shareholders and
Related Party Transactions — B. Related Party Transactions — Company Relationships and Related Party Transactions
— Employment Agreements, Independent Director Agreements and Indemnification Agreements.”

Global Plans

In order to promote the success and enhance the value of the Company,
Webull has adopted the 2021 global share incentive plan (the “2021 Global Plan”) and the 2026 global share incentive plan
(the “2026 Global Plan”, together with the 2021 Global Plan, the “Global Plans”). Copies of the Global Plans are
filed as exhibits to this Report. A maximum of 49,567,006 Class A ordinary shares and 20,000,000 Webull Ordinary Shares have been
reserved for issuance under the 2021 Global Plan and the 2026 Global Plan, respectively. As of December 31, 2025, options to purchase
11,163,778 Class A ordinary shares and 3,617,840 restricted share units were outstanding under the 2021 Global Plan.

The following paragraphs describe
the principal terms of the Global Plans:

Types of Awards. The
Global Plans permit the awards of options, restricted shares, restricted share units or any other type of awards approved by the plan
administrator.

Plan Administration. The
board of directors or a committee of one or more members of the board of directors will administer the Global Plans. The committee or
the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted
to each participant, and the terms and conditions of each award.

Award Agreement. Awards
granted under the Global Plans are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which
may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and
Webull’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award. Standard award agreement
generally provides that, in the event that the grantee causes significant loss to the company or engage in any activities or take any
actions maliciously against the company, regardless of whether such grantee is still employed by Webull or not, the grantee shall return,
and Webull could forfeit, all of the ordinary shares he/she obtains from the awards granted, and the grantee shall also return the aggregate
market value of the ordinary shares that he/she already disposed of in cash to us.

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Eligibility. Webull
may grant awards to the employees, directors and consultants of the company. However, Webull may grant options that are intended to qualify
as incentive share options only to the employees and employees of Webull’s parent companies and subsidiaries.

Vesting Schedule. In
general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.

Exercise of Options. The
plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of option
will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable
term is ten years from the date of a grant.

Transfer Restrictions. Awards
may not be transferred in any manner by the participants other than in accordance with the exceptions provided in the Global Plans, such
as transfers by will or the laws of descent and distribution.

Termination and Amendment
of the Global Plan. Unless terminated earlier, each Global Plan has a term of ten years. The board of directors has the
authority to amend or terminate the plan. However, no such action may adversely affect in any material way any awards previously granted
unless agreed by the participants.

The following table summarizes, as of December 31, 2025, the outstanding
options granted under the 2021 Global Plan to the directors and executive officers.

The following table summarizes, as of December 31, 2025, the outstanding
restricted share units granted under the 2021 Global Plan to the directors and executive officers.

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Employee Share Purchase Plan

Webull adopted an employee
share purchase plan (the “ESPP”) on December 22, 2025, to provide eligible employees with the opportunity to purchase Webull
Ordinary Shares at a discount. The ESPP is subject to approval of the shareholders of the Company within twelve months of its adoption.
No Webull Ordinary Shares have been issued under the ESPP as of the date of this Report.

The following paragraphs describe
the principal terms of the ESPP:

Share Reserve. An aggregate
of 5,000,000 Webull Ordinary Shares is reserved for issuance under the ESPP. The maximum number of shares that may be issued to any employee
in a given offering period is 5,000 shares.

Plan Administration.
The compensation committee administers the ESPP and has the authority to establish offering periods, determine eligibility, designate
participating subsidiaries, construe and interpret the ESPP, and adopt, amend or rescind any such rules for the administration, interpretation
and application of the ESPP. The compensation committee may delegate administrative responsibilities to officers or employees of the Company.

Eligibility. Employees
employed by the Company and any participating subsidiary are generally eligible to participate. The compensation committee may establish
administrative rules requiring that employment commence some minimum period (not to exceed 90 days) prior to an enrollment period and/or
that customary employment exceed a specified number of hours or period during a calendar year to be eligible to participate. The compensation
committee may also determine that an employee who is a highly compensated employee within the meaning of Section 414(q) of the Code is
ineligible to participate. If the compensation committee does not establish different rules, the minimum period of employment that must
be completed prior to the beginning of an enrollment period is five working days.

No employee may participate
in the ESPP if, immediately after an option is granted, the employee owns or is considered to own (within the meaning of Section 424(d)
of the Code) Webull Ordinary Shares possessing 5% or more of the total combined voting power or value of all classes of stock of the Company
or of any of its subsidiaries. No employee may be granted an option to purchase Webull Ordinary Shares under the ESPP if such option would
permit his or her rights to purchase stock under all employee stock purchase plans (described in Section 423 of the Code) of the Company
and its subsidiaries to accrue at a rate which exceeds $25,000 of the market value of such Webull Ordinary Shares (determined at the time
such option is granted) for each calendar year in which such option is outstanding at any time.

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Offering Periods. The
ESPP is implemented through offering periods, the terms of each of which are determined by the compensation committee. The compensation
committee may change the frequency, duration, or commencement dates of future offering periods, and if it does not establish different
rules, the duration of an offering period will be six months and offering periods will not overlap.

Contributions. Participants
may authorize payroll deductions of between 1% and 15% (or such other percentages as the compensation committee may establish before an
enrollment period for a future offering period) of the participant’s compensation, which includes a participant’s salary,
commissions, overtime, shift differentials, and all or any portion of any item of compensation considered by the Company to be part of
the participant’s regular earnings, on each payday during an offering period.

Offering and Purchase of
Shares. On the commencement date relating to each offering period, each eligible employee will be granted an option to purchase a
number of whole shares of Webull Ordinary Shares, established by the compensation committee, which may be purchased with the payroll deductions
accumulated on behalf of such employee during each offering period at the purchase price that is the lower of (i) a percentage (“Designated
Percentage”) of the market value of a Webull Ordinary Share on the commencement date for a given offering period, or (ii) the Designated
Percentage of the market value of a Webull Ordinary Share on the date on which the Webull Ordinary Shares are purchased. The compensation
committee may change the Designated Percentage for future offering periods, provided that it may not be less than 85%. If the compensation
committee does not establish the Designated Percentage prior to the beginning of the enrollment period for a given offering period, the
Designated Percentage for such offering period will be 85%. Upon the expiration of each offering period, a participant’s option
will be exercised automatically for the purchase of that number of whole shares of Webull Ordinary Shares which the accumulated payroll
deductions credited to the participant’s account at that time shall purchase at the applicable purchase price.

Transferability. Neither
payroll deductions credited to a participant’s bookkeeping account nor any rights to exercise an option or to receive Webull Ordinary
Shares under the ESPP may be voluntarily or involuntarily assigned, transferred, pledged, or otherwise disposed of in any way.

Amendment and Termination.
The board of directors or the compensation committee may amend, suspend or terminate the ESPP at any time, subject to shareholder approval
where required by applicable law.

C. Board Practices

Board of Directors

The board of directors of
Webull consists of six directors. See “— A. Directors and Senior Management.” The Webull Articles provide that
the minimum number of directors shall be one and the exact number of directors shall be determined from time to time by the Webull board
of directors, subject to the total number of directors not exceeding any maximum number fixed by an ordinary resolution of the shareholders.

A director is not required
to hold any shares in Webull by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract
or transaction or proposed contract or transaction with Webull is required to declare the nature of his or her interest at a board meeting.
Subject to Nasdaq listing rules and disqualification by the chairman of the relevant board meeting, a director may vote in respect of
any contract or proposed contract or arrangement in which such director may be interested provided that (a) the nature of his/her
interest is declared at a meeting of the directors, either specifically or by way of a general notice, and such director’s vote
may be counted in the quorum at any meeting of directors at which any such contract or proposed contract or arrangement is considered,
and (b) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the audit committee.

The directors may exercise
all the powers of the company to raise or borrow money, mortgage, or charge its undertaking, property, and assets (present or future),
uncalled capital or any part thereof, and to issue debentures, debenture stock, bonds, or other securities, whether outright or as collateral
security for any debt, liability, or obligation of the company or of any third party.

No Webull non-employee director
has a service contract with Webull that provides for benefits upon termination of service.

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Committees of the Board of Directors

The Webull board of directors
has an audit committee, a compensation committee, a nominating and corporate governance committee and a risk management committee. A charter
has been adopted for each of these committees. Each committee’s members and functions are described below. As described in more
details in this Report under “Item 16D. Exemptions from the Listing Standards for Audit Committees” and “Item
16G. Corporate Governance,” we also currently rely on certain “controlled company” and foreign private issuer exemptions
from Nasdaq listing standards (including (i) an exemption from the rule that a majority of our board of directors must be independent
directors; (ii) an exemption from the rule that director nominees must be selected or recommended solely by independent directors; (iii)
an exemption from the rule that the compensation committee must be comprised solely of independent directors; and (iv) an exemption from
the requirement that an audit committee be comprised of at least three members under Nasdaq Rule 5605(c)(2)(A)) and certain phase-in exemptions
with respect to compliance with the audit committee requirements set forth in Nasdaq Rule 5605(c)(2) and Rule 10A-3 under the Exchange
Act.

Audit Committee. The
audit committee consists of Mr. William Houlihan and Mr. Walter Bishop. Mr. Houlihan is the chairperson of the audit committee. Webull
has determined that Mr. Houlihan and Mr. Bishop satisfy the “independence” requirements of Rule 5605(a)(2) of the
Listing Rules of Nasdaq and Rule 10A-3 under the Exchange Act. Webull has determined that Mr. Houlihan and Mr. Bishop each qualify
as an “audit committee financial expert.” The audit committee oversees Webull’s accounting and financial reporting processes
and the audits of the financial statements of the company. The audit committee is responsible for, among other things:

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Compensation Committee. The
compensation committee consists of Mr. Anquan Wang, Mr. William Houlihan and Mr. Walter Bishop. Mr. Wang is the chairperson of the compensation
committee. Webull has determined that Mr. Houlihan and Mr. Bishop satisfy the “independence” requirements of Rule 5605(a)(2) of
the Listing Rules of Nasdaq. The compensation committee assists the board in reviewing and approving the compensation structure, including
all forms of compensation, relating to the directors and executive officers. Mr. Wang, who is Webull’s chief executive officer,
may not be present during the portion of any committee meeting when his compensation is deliberated. The compensation committee is responsible
for, among other things:

Clawback Policy

Our board has adopted a Compensation
Recovery Policy (the “Clawback Policy”) designed to comply with Section 10D of the Exchange Act, the rules promulgated thereunder,
and the listing standards of Nasdaq. The Clawback Policy is also filed as Exhibit 97.1 to this Report and this summary is qualified by
reference thereto. Webull believes that it is in the best interests of Webull and its shareholders to create and maintain a culture that
emphasizes integrity and accountability and that reinforces Webull’s pay-for-performance compensation philosophy. Webull’s
board of directors therefore adopted the Clawback Policy, which provides for the recoupment of certain executive compensation in the event
that Webull is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial
reporting requirement under the federal securities laws. The Clawback Policy is administered by Webull’s Compensation Committee.
Any determinations made by the Compensation Committee are final and binding on all affected individuals. The Clawback Policy applies to
Webull’s current and former executive officers (as determined by the Compensation Committee in accordance with Section 10D of the
Exchange Act, the rules promulgated thereunder, and the listing standards of Nasdaq) and such other senior executives or employees who
may from time to time be deemed subject to the Clawback Policy by the Compensation Committee.

Nominating and Corporate
Governance Committee. The nominating and corporate governance committee consists of Mr. Anquan Wang, Mr. William Houlihan and
Mr. Walter Bishop. Mr. Wang is the chairperson of the nominating and corporate governance committee. Mr. Houlihan and Mr. Walter Bishop
satisfy the “independence” requirements of Rule 5605(a)(2) of the Listing Rules of Nasdaq. The nominating and corporate
governance committee assists the board of directors in selecting individuals qualified to become Webull’s directors and in determining
the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:

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Risk Management Committees.
The risk management committee consists of Mr. Anquan Wang, Mr. H. C. Wang, Mr. Benjamin James, Mr. Anthony Denier, and Mr. James Chao,
Webull’s head of internal controls. Mr. Anquan Wang is the chairman of the risk management committee. Various of Webull’s
local operating entities have also established risk management committees. The risk management committees assist the board of directors
and local management in fulfilling corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation
of operational, strategic and external environment risks, and have overall responsibility for monitoring and approving the risk policies
and associated practices of Webull. The risk management committees are responsible for, among other things:

Duties of Directors

Under Cayman Islands law,
directors owe fiduciary duties to the company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider
in good faith to be in the company’s best interests. Directors must also exercise their powers only for a proper purpose. Directors
also owe to the company a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person
would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his or
her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English
and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities will
be of persuasive authority in the Cayman Islands. In fulfilling their duty of care to us, directors must ensure compliance with the company’s
memorandum and articles of association, as amended and restated from time to time, and the class rights vested thereunder in the holders
of the shares. In certain limited exceptional circumstances, a shareholder may have the right to seek damages derivatively in Webull’s
name if a duty owed by the directors is breached.

The board of directors has
all the powers necessary for managing, and for directing and supervising, Webull’s business affairs. The functions and powers of
the board of directors include, among others:

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Terms of Directors and Officers

Under the Webull Articles,
the directors may be appointed by an ordinary resolution of the shareholders. Alternatively, the board of directors may, by the affirmative
vote of a simple majority of the directors present and voting at a board meeting appoint any person as a director to fill a casual vacancy
on the board or as an addition to the existing board. An appointment of a director may be on terms that the director shall automatically
retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event
or after any specified period in a written agreement between the company and the director, if any; but no such term shall be implied in
the absence of express provision. Notwithstanding the foregoing, any director appointed by the board of directors shall, if still a director,
retire at the next annual general meeting after his appointment and be eligible to stand for election as a director at such meeting. In
addition, a director will cease to be a director if, among other things, the director (i) becomes bankrupt or makes any arrangement
or composition with his or her creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his or her office
by notice in writing to the company; (iv) without special leave of absence from the board, is absent from three consecutive board
meetings and the directors resolve that his or her office be vacated; or (v) is removed from office pursuant to any other provision
of the articles of association.

Officers are appointed by
and serve at the discretion of the board of directors, and may be removed by the board of directors.

D. Employees

As of December 31, 2024 and
2025, we had a total of 1,194 and 1,396 employees, respectively.

The following table sets forth
the numbers of our employees categorized by function as of December 31, 2025.

We enter into standard labor
contracts with our employees. We also enter into non-compete and confidentiality agreements with senior management and key personnel.

We believe that we maintain
a good working relationship with our employees, and we have not experienced any major labor disputes. None of our employees are represented
by a labor union.

E. Share Ownership

The following table sets forth
information regarding the beneficial ownership of Webull Ordinary Shares as of March 31, 2026 by:

The Global Plans provide for
the issuance of options, restricted shares, restricted share units, and other types of awards to employees of Webull. For additional information
on the Global Plans, see “Item 6. Directors, Senior Management and Employees — B. Compensation — Global Plans,”
which is incorporated herein by reference.

Unless otherwise indicated,
the Company believes that all persons named in the table have sole voting and investment power with respect to all shares beneficially
owned by them. Except as otherwise noted herein, the number and percentage of Webull 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 Webull Ordinary Shares as to which the holder has sole or shared
voting power or investment power and also any Webull Ordinary Shares which the holder has the right to acquire within 60 days of
the date of this Report through the exercise of any option, warrant or any other right. Any securities not outstanding which are subject
to such options, warrants, rights or conversion privileges shall be deemed to be outstanding for the purpose of computing the percentage
of outstanding securities of the class owned by such person but shall not be deemed to be outstanding for the purpose of computing the
percentage of the class by any other person.

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Each
outstanding Webull Class A Ordinary Share is entitled to one vote on all matters submitted to a vote of shareholders. Each Webull
Class B Ordinary Share is entitled to 20 votes on all matters submitted to a vote of shareholders. Holders of Webull Ordinary Shares
have no cumulative voting rights.

The beneficial ownership of the Webull Ordinary Shares is based on
447,778,197 Webull Class A Ordinary Shares and 83,859,005 Webull Class B Ordinary Shares issued and outstanding as of March 31, 2026.

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Holders

According to our transfer agent, as of March 31, 2026, we had 23 shareholders
of record of Webull Class A Ordinary Shares, one shareholder of record of Webull Class B Ordinary Shares, and one holder of record for
the Webull Public Warrants. The actual number of shareholders is greater than this number of record holders and includes shareholders
who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of holders of record also
does not include shareholders whose shares may be held in trust or by other entities.

Controlling Persons

As of March 31, 2026, Mr. Anquan Wang owns 16.4% of the outstanding
Webull Ordinary Shares (including all of the outstanding Webull Class B Ordinary Shares), representing 79.2% of Webull’s total voting
power, as described in beneficial ownership table above. Mr. Anquan Wang also has beneficial ownership over 2,301,374 Webull Class A Ordinary
Shares held of record by Webull Partners Limited (our share-award platform entity for certain of our employees, officers and directors)
and may exercise voting rights with respect to 10,058,435 Webull Class A Ordinary Shares subject to the satisfaction of certain conditions
under the Proxy Agreement as of December 31, 2025.

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

Not applicable.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS

A. Major Shareholders

See “Item 6. Directors,
Senior Management and Employees — B. Share Ownership.”

B. Related Party Transactions

Business Combination Related Agreements

Registration Rights
Agreement

On the Closing Date, Webull,
the Initial SKGR Shareholders and the Existing Webull Shareholders entered into a registration rights agreement (the “Registration
Rights Agreement”) pursuant to which Webull granted the Initial SKGR Shareholders and the Existing Webull Shareholders, registration
rights and committed to use commercially reasonable efforts to file a resale shelf registration statement on Form F-3 following
the Closing Date, once eligible to do so, if any of the registrable securities proposed to be sold by a holder of registration rights
may at that point not be sold unconditionally without registration in any ninety (90) day period pursuant to Rule 144 promulgated under
the Securities Act. In connection with the foregoing registration rights, Webull filed the Resale Registration Statement on Form F-1 and
pending eligibility for filing a registration statement on Form F-3.

The Registration Rights Agreement
also provides that Webull will pay certain expenses relating to such registrations and indemnify the Initial SKGR Shareholders and the
applicable shareholders of Webull against certain liabilities. The rights granted under the Registration Rights Agreement supersede any
prior registration, qualification or similar rights of the parties with respect to the securities of Webull such parties held. For more
information, also see “Item 3. Key Information — D. Risk Factors — Risks Relating
to Ownership of Securities of Webull — The grant and future exercise of registration rights may adversely affect the
market price of Webull Securities” and see “Item 3. Key Information — D. Risk Factors — Risks Relating
to Ownership of Securities of Webull — Future resales of Webull Ordinary Shares issued to Webull shareholders and other significant
shareholders may cause the market price of the Webull Class A Ordinary Shares to drop significantly, even if Webull’s business is
doing well.

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Webull Pay Business Combination

On July 11, 2025, Webull entered
into a business combination agreement (the “Initial Business Combination Agreement”) with Feather Sound II Inc., a direct
wholly owned subsidiary of Webull, and Webull Pay Inc. (“Webull Pay”), the parent company of Webull Pay LLC, pursuant to which
Webull Pay merged with and into Feather Sound II Inc., with Webull Pay surviving as a direct wholly owned subsidiary of Webull (the “Webull
Pay Transaction”). On August 20, 2025, Webull entered into an amendment to the Webull Pay Business Combination Agreement (the Initial
Business Combination Agreement as amended, the “Webull Pay Business Combination Agreement”), permitting Webull to issue Webull
Class A Ordinary Shares or Webull Class B Ordinary Shares in connection with the consummation of the Webull Pay Transaction. At the effective
time of the Webull Pay Transaction, (a) each Webull Pay ordinary share and preferred share issued and outstanding was automatically cancelled
and ceased to exist, and each Webull Pay shareholder received its portion of the Webull Pay Merger consideration, which consisted of a
combination of Webull Ordinary Shares and cash, and (b) each Webull Pay phantom share was automatically cancelled and in exchange each
holder of Webull Pay phantom shares received a combination of Webull Ordinary Shares and cash.

The closing of the Webull Pay Transaction took place on September 26,
2025, following satisfaction or waiver of customary conditions including, among other things, that the representations and warranties
of the parties were true, correct and complete as of the closing date, the performance by all parties of their respective covenants, agreements,
and obligations, and the receipt of all required approvals, licenses, consents, and filings necessary to consummate the transaction. Approval
from the Virginia State Corporation Commission with respect to the indirect change of ownership in Webull Pay LLC resulting from the Webull
Pay Transaction had not been obtained as of the closing date and has not yet been obtained as of the date of this Report.

Water Castle Az Inc., whose voting power is fully retained by Pozijie
Inc., a British Virgin Islands company wholly-owned by Mr. Anquan Wang, and Webull Partners Limited, our share-award platform entity for
certain Webull employees, which includes certain of our officers and directors, each held a significant interest in Webull Pay prior to
completion of the Webull Pay Transaction. As described in more detail in the Webull Pay Business Combination Agreement, Webull issued
an aggregate total of 2,676,468 Webull Ordinary Shares, of which (i) 870,989 Webull Ordinary Shares were issued and $10,565,108.20 in
cash was paid to Water Castle Az Inc., and (ii) 567,812 Webull Ordinary Shares were issued and $6,887,563.31 in cash was paid to Webull
Partners Limited, in each case in exchange for their respective interests in Webull Pay.

A special committee of independent directors consisting of William
Houlihan and Walter Bishop was formed by the board of directors of Webull to evaluate and negotiate the terms of the Webull Pay Transaction
due to Mr. Anquan Wang’s and Webull Partners Limited’s respective interests in Webull Pay. Pursuant to the mandate of the
special committee, it was granted the power by the board of directors to approve and enter into a definitive agreement in connection with
the proposed Webull Pay Transaction. In addition, as a related party transaction, Webull’s audit committee (with Mr. Anquan Wang,
who at the time was a member of the audit committee, recusing himself) also reviewed and approved the Webull Pay Transaction in accordance
with the terms of its charter. The foregoing description of the Webull Pay Transaction is qualified by reference to the Initial Business
Combination Agreement and its amendment, which are filed as Exhibits 4.17 and 4.18 to this Annual Report on Form 20-F.

Company Relationships and Related Party Transactions

Employment Agreements,
Independent Director Agreements and Indemnification Agreements

Webull has entered into employment
agreements with each of its executive officers. Webull may terminate employment for cause, at any time, without advance notice or remuneration,
for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent
or dishonest acts to Webull’s detriment, or misconduct or a failure to perform agreed duties. Webull may also terminate an executive
officer’s employment without cause upon three-month advance written notice. In such case of termination by Webull, Webull will provide
severance payments to the executive officer as may be agreed between the executive officer and us. The executive officer may resign at
any time with a three-month advance written notice.

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Each executive officer has
agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use,
except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of Webull’s
confidential information or trade secrets, any confidential information or trade secrets of Webull’s customers or prospective customers,
or the confidential or proprietary information of any third-party received by Webull and for which Webull have confidential obligations.
The executive officers have also agreed to disclose in confidence to Webull all inventions, designs and trade secrets which they conceive,
develop or reduce to practice during the executive officer’s employment with Webull and to assign all right, title and interest
in them to Webull, and assist Webull in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs
and trade secrets.

In addition, each executive
officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically
up to two years following the last date of employment. Specifically, each executive officer has agreed not to (i) approach Webull’s
customers, service providers, suppliers or contacts or other persons or entities introduced to the executive officer in his or her capacity
as a representative of Webull for the purpose of doing business with such persons or entities that will harm Webull’s business relationships
with these persons or entities; (ii) assume employment with or provide services to any of Webull’s competitors, or engage,
whether as principal, partner, licensor or otherwise, any of Webull’s competitors, without Webull’s express consent; (iii) seek
directly or indirectly, to solicit the employment or services of, or hire or engage, any person who is known to be employed or engaged
by Webull; or (iv) otherwise interfere with Webull’s business or accounts.

Webull has entered into independent
director agreements with each of its non-employee directors. Each agreement provides for an initial one-year term, subject to automatic
renewal unless otherwise terminated in accordance with its terms. Either party may terminate the agreement at any time upon 30 days’
prior written notice to the other party, or such shorter period as may be mutually agreed. A director may resign at any time by written
notice, and Webull may remove a director in accordance with applicable law and Webull’s governing documents. The agreements do not
provide for severance payments or other benefits upon termination.

Each independent director
has agreed to hold, both during and after the termination of his or her appointment, in strict confidence and not to use, except as required
in the performance of his or her duties as a director or as required by applicable law, any of Webull’s confidential information
or trade secrets, any confidential information or trade secrets of Webull’s customers or prospective customers, or any confidential
or proprietary information of a third party received by Webull and for which Webull has confidentiality obligations. Each independent
director has also agreed to use such information solely in connection with his or her responsibilities as a director and to take reasonable
steps to prevent any unauthorized disclosure or use.

In addition, each independent
director has agreed to be bound by customary non-solicitation and non-interference covenants during the term of his or her appointment
and for a period of one year following the end of such appointment. Specifically, each independent director has agreed not to (i) solicit
or induce any employee, independent contractor, customer, supplier, or business partner of Webull to terminate or otherwise adversely
alter their relationship with Webull; (ii) engage in or assume a position with any business entity that is competitive with Webull, if
such engagement would result in a conflict of interest prohibited by Webull’s policies; or (iii) take any action that would interfere
with or harm Webull’s business operations, client relationships, or corporate opportunities.

Webull also has entered into
indemnification agreements with each of its directors and executive officers. Under these agreements, Webull agrees to indemnify the directors
and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their
being a director or officer of Webull.

Insofar as indemnification
of liabilities arising under the Securities Act may be permitted to executive officers and directors or persons controlling us pursuant
to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.

Global Plans

See “Item 6. Directors,
Senior Management and Employees — B. Compensation — Global Plans,” which is incorporated herein
by reference.

Employee Share
Purchase Plan

See “Item 6. Directors,
Senior Management and Employees — B. Compensation — Employee Share Purchase Plan,” which is
incorporated herein by reference.

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C. Interests of Experts and Counsel

Not applicable.