Bullish Ordinary Shares

Thank you for standing by. At this time, I would like to welcome everyone to the bullish global first quarter 2026 earnings call and Q&A. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. Today, we ask you to limit to one question. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. Thank you. I would now like to turn the call over to Michael Fideli, Vice President of Finance. You may begin.

Good morning, and welcome to our first quarter earnings call. I'm Michael Fideli, Vice President of Finance, and I'm joined on today's call by our Chief Executive Officer Tom Farley, Chief Financial Officer David Bonanno, and Director of Corporate Development Liam Foley. This call will contain forward-looking statements, including those relating to our expected performance and business opportunities, are proposed acquisition of a liquidity group, the anticipated benefits and strategic rationale of the transaction, expected timing and closing conditions, and business opportunities following the transaction. These statements are not assurances of future performance and are subject to risks and uncertainties that could cause actual results to differ materially. Such risks include, among others, the possibility that the liquidity transaction may not be completed, failure to obtain required regulatory approvals, and the possibility that anticipated benefits may not be realized, and risks related to the integration of a community's business. For more details on these and other risks, please refer to today's earnings press release and our SEC filings, including our 20F dated March 9, 2026. We undertake no obligation to update or revise any forward-looking statements. This call will also include a discussion of non-IFRS financial measures. A reconciliation to the most directly comparable IFRS metrics can be found in our earnings press release and presentation, which also contain additional information regarding non-IFRS financial measures and key performance indicators. I'll now turn the call over to Tom.

Thanks, Michael. Good morning, everyone. Thanks for joining. I'm Tom Farley, Chairman and CEO of Bullish. I'm going to lead today with the most significant strategic milestone in our history, our agreement to acquire Equinity, a leading global transfer agent, before turning to our first quarter results. For those of you who have followed our calls closely, first of all, thank you. You'll remember that I spoke at length during our Q3 call about tokenization and how we would grow our already successful stablecoin tokenization business. I'm sure some of you were thinking during that call, what is this guy talking about? Tokenization is only part of their existing business, and he's spending quite a bit of time on it. Well, for those of you who know Dave and me, one of our favorite expressions is promises made, promises kept. On these earnings calls, we will give you an idea of where we are headed as a public company, and then we will go there. On May 5th, we announced a definitive agreement to acquire Quintity for $4.2 billion, creating a tokenization powerhouse with an end-to-end stack spanning origination, issuance, trading, liquidity, and visibility, purpose-built for the blockchain era. I want to walk you through the strategic logic because this transaction is transformative, not just for bullish, but for the broader evolution of capital markets. Capital markets move in infrastructure eras. We went from the paper era with physical certificates and manual ledgers to the electronic era, which delivered dematerialization, electronic settlement, and ultimately T plus one. We are now entering the blockchain era, which offers something fundamentally different, unconstrained programmable ownership through tokenized assets. Tokenization is the process of turning traditional financial assets into blockchain-based assets. It turns static assets into active infrastructure. Assets that are always on, that settle instantly, and that carry dynamic functionality embedded in the instrument itself. We've already seen this migration play out with digital commodities and with stable coins, which now exceed $300 billion in market capitalization and many trillions in annual payments volume. The next wave is tokenized securities. The global securities market is a $270 trillion market cap opportunity. We are in the first inning. But the drivers of the deal thesis include three structural elements working in concert. First, an end-to-end tokenization services stack from token design and smart contract deployment through regulatory compliance, distribution, liquidity, and research. Second, a unified transfer agent ledger, one source of truth that bridges certificated and tokenized shares, enabling real-time settlement without displacing existing market infrastructure like the DTCC, Euroclear, Clearstream, so on and so forth. And third, a broad base of blue chip issuer relationships, public company client relationships, the ability to go directly to issuers and say, hey, we can do this for you seamlessly with no listing change, no vendor switch, and day one compatibility, including the ability to embed smart contract logic in share issuances. We at Bullish have already been building the first element for many years, the technology and the market infrastructure. In fact, since our founding. We operate the exchange, the liquidity engine, the indices, the data, the research, and the distribution platform. What we did not have and what no one in crypto or globally had were the second and third elements. A regulated transfer agent with direct relationships to thousands and thousands of public company issuers and a unified ledger that bridges TradFi and blockchain. Equinity, and more specifically, Equinity plus Bullish offers exactly that. Aquinity is the transfer agent of record for nearly 3,000 public company issuers, including over 50% of the FTSE 100 and over 30% of the S&P 500. They serve 15,000 total corporate clients. They have 20 million KYC shareholder customers on their platform who are just a wallet address away from accessing the benefits of tokenization. They process over half a trillion in payments, primarily dividend payments annually. Average transfer agent client tenure exceeds 15 years, and average transfer agent client retention is approximately 99%. Equinity operates in a duopolistic market characterized by high barriers to entry and deep institutional trust. Now, let me share something that has reinforced our conviction even since the announcement nine days ago. The volume and quality of inbound interest has been extraordinary. We have received scores of inbound inquiries. from issuers interested in tokenization, financial services firms interested in liquidity services on already tokenized assets, technology partners interested in building on our combined platform, and even regulators seeking us to tokenize in their jurisdiction. The breadth of interest spans our exchange, our liquidity services business, and of course, the tokenization opportunity specifically. This is exactly the kind of market validation we hope for We anticipated even, but frankly, the pace has exceeded our expectations. We are clearly building something with strong end market demand today. Why is it that our acquisition announcement has been so compelling to the leaders of our industry and the leaders of our potential customers? It is for one primary reason. Industry participants realize the obvious. Only the issuer, the public company itself, can allow for tokenization of public company equity that results in the token being the actual share of stock in that particular company. If anyone else attempts to, quote, tokenize, they are creating something other than the actual stock. This goes for electronic brokers, crypto platforms, traditional brokers, settlement providers, and clearing providers. The transfer agent defines the legal ownership in partnership with the issuer. The token is the share. Without a transfer agent, tokenization is synthetic, off-register, it lacks legal standing, and ultimately will be unacceptable to institutional capital. The resulting token in those circumstances is actually a derivatives transaction or a warehouse receipt, or in more colloquial language, an IOU, all of which have complexity and counterparty risk. In tokenization performed by the transfer agent, however, tokens represent true legal title. This is the bridge between TradFi plumbing and next-generation digital asset rails, and this is what unlocks institutional adoption at scale. On the transaction itself, we are acquiring 100 percent of liquidity for $4.2 billion. The consideration consists of approximately $2.35 billion in newly issued bullish ordinary shares and the assumption of $1.85 billion of existing liquidity debt. Cirrus, the current owner, will receive two board seats and retains a call option to acquire certain non-core liquidity business lines that are excluded from all of our financial outlooks. We are targeting a close in January 2027, subject to customary regulatory approvals. I'd also like to take a moment to thank Frank Baker and the Cirrus team for sharing our conviction and excitement as we execute on our vision to become the global leader in tokenization. The combined company will be formidable. We will be the global tokenization leader providing the base layer of tokenization services with the value-added services that ensure tokenization succeed. Dave will take you through more of the financial details of the combined company in just a few minutes. Before I shift it to Dave and before I shift to our Q1 results, let me say this. When Dave and I came to Bullish, We said we wanted to build the ice of crypto, a diversified, institutionally trusted infrastructure platform that would define how digital assets are traded, serviced, and understood. With this Aquinity acquisition, we are building the bridge between traditional capital markets and the blockchain era. We are not trying to displace existing infrastructure. We are upgrading it, and we are doing so with the regulatory standing, now the issuer relationships, and the technology to drive this transformation. This is a 20-year opportunity And we're just getting started. Now, let me turn to a qualitative review of Q1. Dave will take you through the financial results in just a moment. On the exchange side, our business continues to gain traction. We traded $11.6 billion in options market volume during Q1 and have built our open interest share to 14% of the global Bitcoin options market, making Bullish the clear number two exchange globally for Bitcoin options. In April, we hit a single-day volume high of $858 million, and we signed several new clients, including, for example, Ripple Prime, QCP, and others. We're building a world-class derivatives franchise and continue to be excited by our progress. We also recently filed last week to officially receive our Futures and Options Exchange and Clearinghouse licenses, known as DCM and DCO licenses. which will help us expand our derivatives products to the United States. We continue to make progress towards attaining licenses to facilitate trading of securities on both sides of the pond and remain on track to receive European U.S. licenses prior to the end of 2026. Our liquidity services pipeline remains robust. In Q1, we signed Metso, Anvil, and others, and we have carried that momentum into Q2. CoinDesk continues to extend its leadership position. Total page views were up 30% and monthly unique visitors surged roughly 60% higher quarter over quarter. CoinDesk progress is continuing into the second quarter. Our visits were up 82% year over year in April. CoinDesk indices now serves as the benchmark for Morgan Stanley's BTC, ETP, MSBT, sorry for the three acronyms, and soon to be launched ETH and Solana ETPs, slated to launch in the coming months. MSBT commenced trading on April 8th and swiftly amassed over $220 million in AUM, one of the more successful ETF launches in history. This is particularly exciting given Morgan Stanley's $7 trillion wealth management platform, servicing over 17,000 financial advisors and wealth professionals. On the events side, ConsenSys Hong Kong and ConsenSys Miami were each home runs, drawing a combined 26,000 plus attendees from more than 100 countries. Net ticket sales for Miami were 120% greater than sales for Toronto. And I can truly attest that Miami was abuzz with talk of our liquidity acquisition and with enthusiasm around tokenization in general. I don't want to be the one to call the end of a bear market, but Miami certainly did not feel like a bear market. With that, I'll turn the call over to my partner, Dave, to walk you through our Q1 financial results in detail and provide additional context on the combined financial outlook.