A. History and Development of the Company UP Fintech Holding Limited, known commercially in the Asia-Pacific region as “Tiger Brokers”, is a Cayman Islands exempted company incorporated in January 2018 and operating under the Companies Law of the Cayman Islands. As of the date of this report, our authorized share capital is US$50,000 divided into 5,000,000,000 shares. We commenced our technology research and development in June 2014 through Beijing Xiangshang Rongke Technology Development Co., LTD, or Beijing Rongke, formerly known as Ningxia Xiangshang Rongke Technology Development Co., LTD, or Ningxia Rongke. In August 2015, Beijing Rongke acquired a New Zealand registered financial service provider, Tiger Holdings Group Limited, formerly known as Transaction Holdings (N.I.) Limited. In August 2016, Beijing Rongke acquired Tiger Brokers (NZ) Limited, also a registered financial service provider in New Zealand. Substantially all of our revenues were generated from Tiger Holdings Group Limited in 2016 and 2017, and from Tiger Brokers (NZ) Limited in 2018 and 2019. Tiger Brokers (NZ) Limited was known as Top Capital Partners Limited prior to June 2019. Reorganization, IPO and Acquisition of TradeUP Securities To facilitate foreign investment in our business, starting from early 2018, we began to establish an offshore holding structure for our company. As part of the efforts, we incorporated a Cayman Islands exempted company, UP Fintech Holding Limited, or our company, as our offshore holding company in January 2018. In February 2018, we established Up Fintech International Limited in Hong Kong, or Up International, as our intermediate holding company, which in turn established our WFOEs, Beijing Bohu, formerly known as Ningxia Xiangshang Yixin Technology Co., LTD, or Ningxia Yixin in May 2018, and Beijing Xiangshang Yixin Technology Co., LTD, or Beijing Yixin, in July 2018. To enable our effective control over the PRC operating entities and their subsidiaries including Tiger Brokers (NZ) Limited (at the time), Beijing Bohu entered into variable interest entity, or VIE, contractual arrangements with Beijing Rongke, and Beijing Yixin entered into substantially similar VIE arrangements with Beijing Xiangshang Yiyi Technology Co., LTD, or Beijing Yiyi, which we collectively refer to as the VIEs in this report, and their respective shareholders. These contractual arrangements enable us to exercise effective control over the VIEs and their respective subsidiaries, receive substantially all of the economic benefits of such entities, and have an exclusive option to purchase all or part of the equity interests in and assets of them to the extent permitted by the applicable laws and regulations. For more details, please see “Item 3. Key Information – Contractual Arrangements with the VIEs and Their Respective Shareholders.” 84 Table of Contents In June 2018, we formed a wholly-owned subsidiary Up Fintech Global Holdings Limited in British Virgin Islands, or BVI, first as the holding company to hold our wholly-owned U.S. entity, Tiger Fintech Holdings Inc., or Tiger Fintech Holdings and later as the holding company to hold our subsidiaries in other jurisdictions. In August 2018, Tiger Fintech Holdings acquired 100% of the equity interests of Wealthn LLC, a registered investment advisor in the United States. Wealthn LLC provides investment advisory services for high-net-worth individuals, family offices and other clients. In November 2018, Tiger Fintech Holdings completed the acquisition of 100% of the equity interests in US Tiger Securities, Inc. (formerly known as JFD Securities, Inc.), a U.S. registered broker-dealer. In July 2018, we established another wholly-owned subsidiary Xiangshang Upfintech Holding Limited, a BVI company, to hold other licensed operating companies including its wholly-owned operating entity in Singapore, Tiger Fintech (Singapore) Pte. Ltd., which was established in March 2018. In October 2018, Beijing Rongke transferred all equity interests in Tiger Brokers (NZ) Limited to Tiger Fintech (Singapore) Pte. Ltd. As a result, Tiger Brokers (NZ) Limited is no longer held by the VIEs in China. In November 2018, Tiger Brokers (NZ) Limited acquired 100% of the equity interests in Fleming Funds Management PTY Limited (“Fleming”), which was established in Australia in January 2006 and has been authorized as a licensed financial services provider in Australia since July 2006. In September 2018, we established JV Uptech Holding Limited in BVI as a holding company to expand our business in Hong Kong. In October 2018, JV Uptech Holding Limited acquired 100% of the equity interests in Kastle Limited, which, in January 2019, was granted a license to carry on trust and company service business in Hong Kong, and in September 30, 2022, was registered as a Trust Company under section 78(1) of the Trustee Ordinance (Cap. 29). In January 2019, we entered into an agreement to purchase 100% equity interest of Tung Chi Consulting Limited, a licensed insurance broker in Hong Kong, and the acquisition completed in February 2019. Subsequently, in March 2025, we completed the transfer of 100% of the equity in Tung Chi Consulting Limited to a third party for strategic focusing on core business. In March 2019, we completed our initial public offering of 14,950,000 of our ADSs, each representing 15 of our Class A ordinary shares. Concurrently, one of our existing shareholders, IB Global Investments LLC, a member of the Interactive Brokers Group of companies, purchased 13,125,000 Class A ordinary shares in a private placement. In July 2019, we acquired 100% of the equity interests in TradeUP Securities for total consideration of US$9,348,290 in a combination of US$6,348,290 of cash and US$3,000,000 of Class A ordinary shares of the Company. TradeUP Securities is a licensed U.S. self-clearing broker-dealer that focuses on empowering self-directed investors with the necessary tools to manage their portfolios. TradeUP Securities brings in rich broker dealer experience in execution and clearing. Recent Developments In January 2024, our wholly owned subsidiary Tiger Brokers HK has officially upgraded its Type 1 license to include virtual asset dealing service, making it one of the first mainstream online brokerage firms in Hong Kong to receive approval for such a license upgrade. This successful upgrade opens the door for providing cryptocurrency trading services to Professional Investor clients in Hong Kong through its flagship platform, Tiger Trade. In March 2024, SFC has officially granted a Type 9 license (Asset Management) to Tiger Brokers HK, authorizing Tiger Brokers HK to provide asset management services, including discretionary accounts service to both retail clients and professional investors and asset management service to collective investment schemes offered to professional investors only. In October 2024, we completed our follow-on public offering of 17,250,000 of our ADSs, at a public offering price of US$6.25 per ADS, each representing 15 of our Class A ordinary shares. In January 2025, SFC granted YAX (Hong Kong) Limited, our wholly owned subsidiary, a virtual asset trading platform (VATP) license to operate its virtual asset trading platform. 85 Table of Contents In September 2025, Kastle (BVI) Limited, a wholly-owned subsidiary of Kastle Limited, was granted a Restricted Class II Trust Licence. Following the grant of the licence, Kastle (BVI) Limited is authorized to carry on trust business in the British Virgin Islands. In March 2026, TBAU received the varied License, removing the Key Person requirements entirely. Our Corporate Information The locations of our principal executive offices are 1 Raffles Place, #35-61 One Raffles Place, Singapore (048616) and 18/F, Grandyvic Building, No. 1 Building, No. 16 Taiyanggong Middle Road, Chaoyang District, Beijing, 100020 PRC and our telephone number in China at this address is +86-010-56813666. Our registered office in the Cayman Islands is P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands and our telephone number in Cayman Islands at this address is +1 345-769-9372. Our agent for service of process in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204 Newark, Delaware 19711 and the telephone number of our agent is +302-738-6680. Investors should contact us for any inquiries through the address and telephone number of our principal executive offices. Our website is www.itigerup.com. Information contained in, or accessible through, our website is not a part of, and is not incorporated into, this report. Contractual Arrangements with the VIEs and Their Respective Shareholders The information set forth under “Item 3. Key Information – Contractual Arrangements with the VIEs and Their Respective Shareholders” is incorporated by reference herein. Capital Expenditures and Divestitures For a description, including the amount invested, of the Company’s principal capital expenditures (including interests in other companies) for the years ended December 31, 2023, 2024 and 2025, see Item 5.B “Liquidity and Capital Resources-Capital Expenditures,” which disclosure is incorporated by reference in this item. The Company did not make any material divestitures for the years ended December 31, 2023, 2024 and 2025. To date, the Company has not made any capital expenditures or divestitures in calendar year 2025 that were not in the ordinary course of business. More Information The SEC maintains an internet site that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. The Company’s SEC filings can be found there and on the Company’s website at https://ir.itigerup.com/financials/sec-filings. B. Business Overview We are a leading integrated financial technology platform providing cross-market, multi-product investment experience for investors around the world. We primarily operate a one-stop digital brokerage platform, which serves as a gateway for retail and corporate clients. Underpinned by the brokerage services, we have successfully expanded our product offerings to ESOP management, IPO distribution, and wealth management. These integrated product offerings are highly synergetic and have significantly increased the average revenue per user and customer lifetime value. We offer comprehensive brokerage services through our integrated single-account structure, which empowers users in trade execution, margin financing and securities lending across different global markets. We also provide value-added services, such as investor education, community engagement and IR/PR platform, all within a few taps or clicks through APP on smartphone, tablet and PC terminals. In addition, we offer ESOP management services to soon-to-be 86 Table of Contents listed and listed companies, which enable them and their employees to manage their equity incentive schemes in a convenient and simplified manner and enables us to build better connections with the institutional investors of the mentioned firms. Moreover, we serve such issuers whom we expect to have a greater chance of cross-selling our IPO distribution services, while retaining such employees with equity incentive awards to trade and invest on our platform. As of December 31, 2025, we have served 748 corporate clients via our ESOP business. Furthermore, IPO distribution is also an integral part of our comprehensive services package and is a major focus for our future growth. It not only helps us strengthen our relationship with corporate clients, but also provides IPO subscription opportunities for our retail clients. In 2025, we participated in 47 U.S. and Hong Kong IPOs. In further, we offer ESOP employees and other brokerage customers personalized asset management and wealth management services at competitive prices, such as pre-IPO shares, overseas fund products or bonds, which then lead our users to allocate more of their wealth on our platform. We keep optimizing our product and user experience, which we believe is the key to our long-term success. Our all-in-one experience adopted a comprehensive risk methodology enabling users to trade multi-asset classes across different markets in one integrated account. Our agile and scalable infrastructure enables us to enter new markets such as Hong Kong, Australia and other jurisdictions in a more efficient way. In addition, we distinguish ourselves in the market by moving up to the high-entry-barrier sector of self-clearing in the U.S. with acquisition of TradeUP Securities in 2019. We have restructured and upgraded the clearing system of TradeUP Securities to achieve high business flexibility. By the end of the fourth quarter of 2025, we have self-cleared over 90% of U.S. cash equity and option traded on our platform, further improved our operating efficiency and profit margin. Our IPO underwriting business experienced stable growth between 2024 and 2025. It is an integral part of our comprehensive services package. In 2025, we participated in 12 U.S. IPOs (down from 16 in 2024), in 11 of which the Company’s wholly-owned subsidiaries Tiger Brokers (NZ) Limited or US Tiger Securities, Inc. served as the underwriter (up from 9 in 2024). In 2025, the Company participated in 35 Hong Kong IPOs. Since venturing into investment banking, the Company has participated in underwriting the offerings of over 230 companies for listings in Hong Kong and the US, which gains industry recognition. We keep optimizing our topline mix to overcome market volatility. While we primarily generate revenues by charging our customers commission fees for trading of securities, we also earn interest income or financing service fees arising from or related to margin financing and securities borrowing and lending transactions provided by ourselves or third parties to our customers for trading activities, as well as other income from IPO distribution, and wealth management. We generate revenues primarily by charging our customers commission fees for trading of securities as well as earning interest income or financing service fees arising from or related to margin financing and securities borrowing and lending transactions provided by ourselves or third parties to our customers for trading activities. Our revenues were US$272.5 million, US$391.5 million and US$612.1 million in 2023, 2024 and 2025, respectively. We generated net income of US$33.0 million, US$61.4 million and US$171.5 million in 2023, 2024 and 2025, respectively. Our revenues in 2023, 2024 and 2025 were mainly generated in New Zealand, the U.S. and Singapore. Our New Zealand, U.S. and Singapore subsidiaries have contributed over 88.2% of total revenues for the year ended December 31, 2025. For a further description of the breakdown of our total revenues, see “Item 5. – A Operating Results,” which disclosure is incorporated by reference in this item. Our Strategies Harnessing our comprehensive product offerings and proprietary cutting-edge technology, we are well positioned to meet the distinct needs of global investors and capitalize on the structural advantages inherent in the broader macro trends: online migration, booming retail participation and rising private wealth, each of these secular trends bolsters the growth of online investing and our business. We intend to strengthen our competitive position and proactively grow our business by pursuing the following strategies: 87 Table of Contents Expand internationally to serve investors around the world We plan to leverage our first-mover advantage to seize opportunities in the digital brokerage sector. Through our highly extensible and scalable technology platform, we intend to leverage our proven track record and experience of global expansion and deep local market insights to broaden our foothold and gain market share in selective markets. We have already obtained licenses to operate our brokerage business in the United States, Hong Kong, Singapore, New Zealand and Australia. We will continue to opportunistically evaluate and pursue licenses or acquisitions to enhance our offerings and accelerate growth objectives in existing or new product verticals. Broaden and capitalize on our customer base while prioritizing user quality We grow with our customers as their investment needs evolve with adoption of more products and services on our platform. We aim to develop a robust long-term customer relationship which helps us deepen investor engagement and retention, and increase relationship balance overtime. To achieve this, we will continue to invest in enhancing user experience and optimizing product offerings of our platform, and foster our online investor community with high-quality, differentiated contents. As we introduce our users to a wider investment world, we grow with them. We will continue to serve as a lifetime investment companion to our users through enhanced contents and tools, optimized platform features and incentive schemes that allow users to better trade, learn, practice, communicate, share and harvest with us. We have an expansive base of high-quality corporate clientele which are highly synergetic to a number of our businesses such as brokerage and margin financing. We will continue to foster the deep connection between our retail and corporate clients and leverage the powerful flywheel inherent in our business model to accelerate growth and crystallize operating synergies. Through our comprehensive service matrix that educates and nurtures users on our IR platform, and proactively initiates interactive events and campaigns for listed companies and investors, we will continue to bridge communication between our retail and corporate clients, and in turn enhance customer conversion and engagement overtime. Our acquisition strategy has been set with a clear focus on quality and ROI. We have been putting more emphasis on expanding our high-net-worth client base, rather than merely pursuing user numbers. We have executed firmly with this strategy. In 2025, full-year net asset inflow exceeded US$10 billion, the majority of which came from retail clients. Net asset inflows from retail clients doubled compared with 2024 and reached an all-time high on a full-year basis. This helped total client assets jump from the US$40 billion level at the end of 2024 to the US$60 billion level by the end of 2025, which in turn has made our overall profitability more resilient. Extend the breadth and depth of our offerings Our business thrives on constant expansion and relentless innovation of products and services. We will solidify our position as the platform of choice for online investing to customers of all types throughout economic cycles. We intend to continue focusing on a comprehensive and diversified suite of offerings to encompass: •Cross-market, multi-product investment experiences and product capabilities, including local-market equities, fund products and new economy investment assets; and •Innovative investing tools that leverage our strong product know-how to offer fund selection and portfolio construction not only to our customers, but also to our corporate clients to enable better services to their own clients. We intend to grow wealth management services through deepening relationships with product providers, while at the same time enhancing product innovation and portfolio construction capabilities, which allow us to offer more robust product matching and customization with greater transparency. In particular, we aim to further increase and diversify investment products available on our platform and to enhance our research and investment expertise to increase the 88 Table of Contents competitiveness of our asset management and wealth management services. We also aim to provide asset management and wealth management services to a greater number of high-net-worth individuals as well as institutional and corporate customers. We will also continue to engage in product innovation and content enrichment through our strong and proven R&D capabilities. Strengthening investment in core infrastructure and technology To cement our technology leadership in the industry, we are committed to continuous investment in enhancing reliability, functionality, scalability and performance of our proprietary technology system. For example, we have adopted a hybrid cloud infrastructure around the world, which allows us to retain flexibility while ensuring security, via a public cloud for conducting non-sensitive information and a private cloud for processing and storing business-critical data. We will seek to partner with leading cloud service providers to maintain and enhance the agility of our technology infrastructure. We will continue to invest in core infrastructure to strengthen our front-to-back technology and support foray into new capabilities and markets. We aim to further improve user experience by modularizing our APPs, which allows us to achieve high reusability and quality, while at the same time maintaining flexibility to tailor particular modules to fit the needs of our cross-cultural customers. We will continue to enhance our technology in order management, algorithmic trading, risk control and market access. Following our strategic acquisition of TradeUP Securities in 2019, we have restructured and upgraded its clearing system to achieve high business flexibility. Now, we self-clear a majority for U.S. and Hong Kong cash equities trades, which brings down our total clearing expense, and we will continue to invest in the development of our self-clearing capabilities in the US and other markets in the future. We will further develop AI, big data and algorithmic capabilities to optimize our value propositions and improve operating efficiency, including: •Continuous investment into our advanced data warehouse and user profiling systems to empower marketing intelligence, which allows us to optimize customer experience through more personalized product offerings and recommendations, and enhancing user engagement and retention via our persistent focus on precise client management, customer profiling and labelling; •Integrating artificial intelligence and quantitative modelling tools into our platform, therefore making our platform increasingly smart and agile when offering financial advisory and portfolio construction to our customers. We launched TigerGPT in 2023 and updated it to TigerAI in 2024. TigerAI is an AI investment assistant aimed at providing intelligent decision-making support for investors developed by Tiger Brokers’ R&D team and based on leading AI models; In 2025, TigerAI has seen a rapid increase in usage, with user numbers growing nearly fivefold year over year, and the number of conversations increasing tenfold. Meanwhile, the intelligent investment analysis tool, TradingFront AI, provides real-time portfolio analysis and market insights for asset management businesses, helping investment advisors enhance their analysis efficiency and decision-making quality. And •Continuous cost optimization and improvement of operating efficiency through process automation. Our Core Products and Services Brokerage Services Overview We deliver a comprehensive and user-friendly online trading experience for investors through our platform that can be accessed through our APP or website. Our services became accessible on the website and through our flagship APP, Tiger Trade, in August 2015. Currently our trading platform enables our customers to execute trades in a secure, reliable and cost-efficient environment. Our trading platform also encompasses an abundance of complementary services that help our customers make informed investment decisions. 89 Table of Contents Our platform allows investors to trade stocks, options, warrants and other financial instruments listed on the major stock exchanges around the world, including but not limited to Nasdaq, New York Stock Exchange and Hong Kong Stock Exchange as well as A shares which are eligible under Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect programs. Our customers can also trade futures contracts, trade on margin and short sell on our trading platform. The aggregate trading volume amounted to US$316.6 billion during the fourth quarter of 2025. Below is the table of the operating data as of the dates or for the periods indicated. As of and for the Three Months Ended Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, 2023 2023 2023 2023 2024 2024 2024 2024 2025 2025 2025 2025 Number of customer accounts (in thousands) 2,060.5 2,119.1 2,147.9 2,195.7 2,247.4 2,307.9 2,368.0 2,449.3 2,526.7 2,579.4 2,618.7 2,657.5 Number of customers with deposits (in thousands) 811.9 840.9 865.5 904.6 933.4 982.3 1,032.8 1,092.0 1,152.9 1,192.7 1,224.2 1,253.9 Number of trading customers (in thousands) 580.0 596.3 609.1 627.1 642.3 668.6 725.4 760.9 804.4 840.3 868.0 892.9 Total account balance (1)(3) (in US$millions) 16,128.5 17,269.4 18,878.5 30,597.5 32,872.1 38,188.6 40,763.6 41,725.2 45,861.9 52,056.3 61,037.7 60,806.7 Trading volume (3) (in US$millions) 67,044.1 65,135.9 80,250.7 81,765.2 85,410.6 105,860.0 162,990.0 198,016.9 217,453.6 284,038.2 209,421.4 316,599.0 Daily average trading volume(2)(3) (in US$millions) 1,099.1 1,033.9 1,253.9 1,277.6 1,314.0 1,628.6 2,469.5 3,000.3 3,397.7 4,369.8 3,173.1 4,797.0 Notes: (1)Represents the total balance of all customers’ deposits on our platform as of the respective date. (2)Calculated based on the average number of trading days during the period of the U.S. and Hong Kong exchanges. (3)As of December 31, 2025, 423,902 of our customers had conducted at least one trading transaction on our platform in the preceding 12 months. Trading Platform Interface The user interface of our trading platform compartmentalizes services into six major functions: home, quotes, wealth, news, portfolio and profile. •Home. The homepage supports users in configuring modules according to their preferences, enabling them to quickly view their holdings, assets, top movers stocks, set up auto-invest, and browse trading orders shared by trade feed. The homepage offers a total of 20+ modules for users to choose from. •Quotes. On the quotes page, users can view their watchlist, explore popular assets in various markets, check the release schedule of major company financial reports and other important economic calendars, and track trends of major global indices. •News. We offer real-time, curated news covering global markets, company updates, and macro trends. Content is organized into breaking news, trending topics tied to major events, and editors’ picks featuring high-quality analysis, helping investors quickly grasp key insights and make informed decisions. •Wealth. Wealth integrates a wide spectrum of products, high-quality financial assets, convenient functions and interaction. Including the products we offer, such as global Mutual Funds (including Money Market Funds, Fixed Income Funds, Equity Funds, Hybrid Funds, etc.), US Treasurys, Structured Notes, High-Net-Wealth Products, Auto-Sweep Vault (underlying T0 and T1 Money Market Funds), ETFs, and other products. •Portfolio. The Portfolio feature supports users in viewing their total assets, cash balance, maximum purchasing power, profit charts and more. Additionally, users can analyze their profit and loss. 90 Table of Contents •Profile. The profile page allows users to modify their general settings, such as language, theme, and quote settings. Users can also quickly provide feedback on product issues, contact customer service and access the help center. Additionally, users can participate in various activities and claim rewards. Types of Accounts While we also partner with other clearing agents, we cooperate with Interactive Brokers to execute, settle and clear a small portion of the trades of the U.S. and Hong Kong stocks and other financial instruments, and to comply with certain federal, state and other laws, as discussed in more details in Item 4.B “Business Overview-Our Core Products and Services-Revenue Models.” There are two main account types on our platform, consolidated accounts and fully disclosed accounts, depending on the cooperative model with our clearing agents. Under the consolidated accounts, our customers only open accounts and place trades with our platform. We are responsible for the “know your client”, or KYC, and anti-money laundering, or AML, procedures including customer identity verification, account approval and disapproval, record keeping, monitoring and supervision of the accounts and other compliance functions, which are no less stringent than the procedures performed for fully disclosed account customers. We work with Interactive Brokers primarily, as well as other agents and our subsidiary TradeUP Securities for order execution, clearing and settlement services. Consolidated accounts offer more functions, products and services than fully disclosed accounts, such as innovative financial instruments. With our advanced technology and third party database, the account opening process for consolidated accounts is more efficient and smooth. Under the fully disclosed accounts, we provide a user-friendly trading interface and infrastructure for the customers and we engage Interactive Brokers to perform the execution, clearing and settlement services. We are responsible for technical support, customer service and marketing to the fully disclosed account customers. We also perform our own KYC procedures to verify the identity and financial condition of potential customers. In addition to the account on our platform, each of our customers also open a corresponding account with Interactive Brokers. Interactive Brokers is required to perform key functions in respect of KYC and AML procedures including customer identities verification, account approval and disapprovals and continuing monitoring and supervision of the accounts. Revenue Models We currently derive a significant portion of our revenues from our brokerage services through commission fees we charge our customers and interest income or financing service fees arising from or related to margin loans or securities borrowing and lending transactions services provided to customers by ourselves or third parties for trading activities. Our revenues from commission fees are generated by customer trades and are largely determined by trading volume and commission rates. We charge commission fees based on the amount of transaction volume, or the number of shares, lots or contracts in each order. We from time to time award discounted or even zero commission fees to new or existing customers as part of our marketing scheme, thus attracting more customers and boosting customer stickiness. Pursuant to the agreement with our clearing agent, Interactive Brokers, we receive a portion of commission fees paid by our customers every time Interactive Brokers executes and clears a trade order. For consolidated accounts, we receive commission and pay a pre-determined portion to Interactive Brokers and other clearing partners as execution and clearing fees. In the meantime, we also use TradeUP Securities, one of our subsidiaries with clearing license to execute and clear client trades and pay a pre-determined portion to corresponding clearing counterparties. For fully disclosed accounts, every time Interactive Brokers executes and clears a trade, it collects the commission, deducts the execution and clearing fees and returns the rest of the commission fees to us. Customers can also trade on margin and short sell securities on our trading platform. The minimum deposit that customers must have to open and maintain a margin account so as to conduct margin trading and securities borrowing and lending transactions is currently set by Interactive Brokers for fully disclosed account at US$2,000. The margin loan or funding is offered by our platform for consolidated account customers and by Interactive Brokers for fully disclosed account customers. We generate interest income arising from margin financing offered by us to consolidated 91 Table of Contents account customers and earn financing service fees related to the margin financing provided by Interactive Brokers to our customers. We adopt diversified pricing terms to better serve our customers with individualized needs. The commissions we charge generally vary in accordance with the type of products or services discussed above as well as timing of account activation, eligibility for discounts and other factors. For margin loans, we charge a specific interest rate on margin loans provided by us, or a markup above the interest rate of the margin loans provided by our clearing agents. Institutional and Corporate Services In 2025, we continued to expand a number of innovative services in order to attract new customers as well as to serve existing customers whom we expect to have a greater chance of cross-selling products or services. We provide ESOP management services to soon-to-be listed and listed companies which enable them and their employees to manage their equity incentive schemes in a convenient and simplified manner. Our customer representatives work together with these companies to build a repository of equity incentive awards in our proprietary ESOP management system. We then help companies manage the vesting and exercise of their equity incentive awards as well as educating company employees about ESOP. Overall, we have worked with over 748 corporate clients by the end of the year of 2025, including 39 new clients added in the fourth quarter of 2025. Drawing on our extensive knowledge of global financial markets, we provide a one-stop fund incubation service for small and medium-sized buy-side clients, enabling them to establish offshore funds in a cost-effective manner. Our service covers the full process, from fund license application, product design, and asset custody through to transaction execution and capital allocation. In evaluating each mandate, we give careful consideration to vehicle structure, jurisdictional requirements, and how the proposed fund compares with existing offerings in the market. Fund structuring and management services are generally provided on a complimentary basis, in exchange for clients' support in promoting our products and services. In 2025, we extended these capabilities to include OFC structuring in Hong Kong, complementing the investment immigration and family office services available to high net worth clients. In 2025, the Company participated in 35 Hong Kong IPOs. Additionally, among the pre-filed US-listed companies in 2025, it acted as the lead underwriter for 11 companies, securing the top spot in terms of quantity. Since venturing into investment banking, the Company has participated in underwriting over 230 companies for listings in Hong Kong and the US, leading the industry in both quantity and recognition. Furthermore, we provide investor relations service to issuers, to help companies manage their ongoing relationships with shareholders, including comprehensive stock data and corporate information via our investor-facing homepage, investor education, community events, video broadcasting and others. Margin Financing and Securities Lending Services Our margin financing and securities lending services provide real-time, cross-market securities-backed financing to our clients. We have grown these services rapidly since introduction, a reflection, we believe, of both our ability to cross-sell as well as our clients’ receptivity to increasingly sophisticated investing tools delivered seamlessly. We currently offer margin financing to clients who trade securities listed on the Hong Kong Stock Exchange, Singapore Exchange and the major stock exchanges in the U.S. as well as qualified securities under the Hong Kong, Shanghai and Shenzhen Stock Connect. All financing extended to our clients is secured by acceptable securities pledged to us. Our trading system can automatically pledge cross-market account assets so that the value in a client’s multiple trading accounts, which may include cash in different currencies and acceptable securities listed on these markets, will be aggregated when calculating the value of the client’s collateral. In particular, this provides significant efficiencies as it eliminates the costs and procedures involved in cross-market currency translation or exchange. Our clients are eligible for margin financing services when they hold securities that are acceptable as pledges to us in their accounts. The credit line for each eligible client is determined based on the securities across all of his or her trading accounts. The margin financing services for eligible margin financing clients are activated automatically, when 92 Table of Contents the funds in their accounts are not sufficient to purchase the desired securities and there is still sufficient balance in their credit lines. A list of securities acceptable as collateral to us and their respective margin ratios are regularly updated and shared with our clients. Our risk management team determines the margin ratio for each of the acceptable securities based on the trading frequency, fundamentals, historical price fluctuations and general market volatility. We also reference the financing terms of major financial institutions in establishing our margin ratios, and we typically find our margin ratios to be equal or higher. We believe this has differentiated our prudent risk controls. Our margin ratios are monitored in real-time and our risk management team reviews and adjusts the margin ratio for each acceptable security on a regular basis and more frequently in the case of a significant and rapid price decline. For clients who trade securities listed on the major stock exchanges in Hong Kong, Singapore and the U.S., we offer securities lending services by lending securities we obtain from our securities lending partner. This service allows our clients to pursue short-selling strategies. To borrow securities, our clients must pledge cash or acceptable securities from in-house trading accounts. When we launched our margin financing business, we financed mostly from our own working capital and retained earnings. We have diversified the source of our financing through collaboration with our financial institution partners where we can combine collateral from our clients into portfolios and pledge the portfolios to financial institutions for commercial loans. Asset Management and Wealth Management Services Our asset management and wealth management segment delivered strong growth in 2025, as client relationships deepened, the product suite expanded, and momentum accelerated across markets. Wealth product penetration continued to rise — on our fully-licensed platforms, one in every five newly funded clients utilized wealth management services during the year. Tiger Wealth, as the first-level entrance of our APP, provides investors with a seamless cross-market platform for multi-asset-class wealth management. In 2025, we expanded our structured product suite, completed an important regulatory milestone in Hong Kong, and continued to build out our high-net-worth service capabilities. Key developments include: •Cash Management. Tiger Vault sustained strong growth in 2025, with overall AUC growing 94.3% year-over-year to USD 1.94 billion. The Hong Kong market was a particular highlight, with AUC growing 265% year-over-year and emerging as a meaningful driver of segment growth. •Structured Product. We expanded the structured note product suite during the year to include BEN, Sharkfin, DQ, DRAN, SCN, Note-form VAN, and PNote, broadening the range of yield enhancement and risk management tools available to clients across different market conditions. Client adoption accelerated sharply through the year; structured note trading volume grew 654% year-over-year to USD 503 million, with the number of active trading accounts growing multiple times year-over-year. •Mutual Funds. Public fund AUC grew 99% year-over-year to USD 2.1 billion in 2025, with the user base expanding 47.2% over the same period, reflecting continued growth in client adoption of fund-based investment solutions. •High-Net-Worth Services. Hong Kong was a key area of strategic focus in 2025. The Company was among the first platforms to offer investment immigration services in the market, developing a fully integrated offering that brings together immigration advisory, fund structuring, and asset management. At the core of this model is the Open-ended Fund Company (OFC) structure, which we pair with investment immigration mandates to provide clients with a coordinated solution spanning both residency planning and wealth deployment — a dual-engine approach that has gained clear traction. As of March 31, 2026, 37 clients have been onboarded through this program, with AUC reaching USD 120 million. Discretionary portfolio mandates continued to grow steadily across Singapore and Hong Kong, and we further developed our family office capabilities to support clients with more comprehensive, multi-generational wealth planning needs. 93 Table of Contents •License Enhancement — Hong Kong Type 9. Our Hong Kong entity received SFC approval to hold a higher proportion of virtual assets within discretionary portfolios under our Type 9 (Asset Management) license, exceeding the 10% threshold that typically applies. This regulatory milestone provides greater flexibility to meet growing institutional and high-net-worth demand for digital asset allocation within a fully regulated framework. •Singapore Asset Management (TFM). Tiger Fund Management in Singapore delivered a strong performance in 2025, with AUM growing 274% year-over-year to USD 458 million. The business continued to attract quality mandates and deepen client relationships, reinforcing Singapore's position as the cornerstone of our regional wealth management operations. On the institutional front, we continued to iterate our turnkey asset management platform, “TradingFront,” for financial advisory firms and asset managers in Singapore and Hong Kong. Addressing the industry's current pain points such as complex client onboarding requirements, cumbersome account opening processes, limited trading options, and low transaction settlement efficiency, this platform offers flexible account structures, fully online account opening, multi-market and multi-asset trading, extensive analysis and trading tools, and diversified reporting. In 2025, we continued to strengthen our position as a premier platform for financial advisers and external asset managers in Singapore. Our strategic efforts in expanding institutional partnerships led to a significant increase in both the number of onboarded advisers and total assets under custody (AUC). The AUC in 2025 increased by 200% year-over-year compared to 2024, reflecting strong client engagement. Looking ahead, we remain committed to strengthening our financial advisers and external asset managers ecosystem by expanding our network of institutional partners, introducing tailored investment solutions, and continuously enhancing platform capabilities. Our focus remains on driving sustainable growth while delivering best-in-class services to our institutional partners. Supported by a team with rich experience in business and services, our integration of cutting-edge technology with human expertise has solidified our position as a trusted partner, reinforcing our competitive stance within the financial sector. Complementary Services We believe that a key attraction of our trading platform is the complementary services we embed in our trading platform’s functions. The major complementary services are market information, community engagement, investor education and simulated trading, which work together to help our customers make informed investment decisions. •Market information. We provide comprehensive market information to our customers, including real-time price quotes from various exchanges and international markets, technical indicators and macroeconomic data. Our customers can either select market information by browsing under the exchanges they are interested in researching or using the search function to find a specific security. •Community engagement. We have built our “Tiger Community” consisting of live discussion boards for our customers to communicate with our community team and among themselves regarding market trends, investment opportunities and other related topics. Discussion boards are broken down into hot topics that are tailored to major market events and editors’ picks representing substantive and analytical posts that add value to the investor community. •Investor education. We have developed “Tiger Academy,” which is a set of educational programs designed to target customers with a variety of experience levels trading in stocks and other financial instruments. Our educational programs include basic rules and processes of trading, fundamental analysis methods and technical analysis methods. We offer online lectures and live video programs produced in-house covering a variety of topics. •Simulated trading. We enable users who have signed up on our trading platform to practice their stock-picking and trading skills without actually investing any money. Users can log on, set up a paper account and use a predetermined amount of simulated funds to make simulated investments. 94 Table of Contents Our Users and Customers We classify those who have registered on our platform as our users and those who have opened accounts on our platform as customers. Our customers include individual customers, corporate customers and institutional customers. We have attracted a young, affluent, and highly engaged user base with frequent trading pattern base on our trading platform. Our users and customers are generally sophisticated Chinese investors living in and outside China with relatively higher risk tolerance. As of December 31, 2024 and 2025, the aggregate of account balance amounted to US$41.7 billion and US$60.8 billion, respectively. Our customers can open and activate trading accounts through our APP which can be downloaded for free from APP stores or through our website. After filling in personal information online, our customers are required to complete a series of questions and upload various documents to verify their identity and assess potential risks. We have experienced significant growth in both number of customers and trading volume due to our reliable and secure trading platform, comprehensive brokerage and value-added services and superior user experience. The total customer accounts increased from 18,697 as of March 31, 2016 to 2,657,544 as of December 31, 2025, representing a compounded quarterly growth rate of 17.3%. The daily average trading volume increased from US$22.7 million during the first quarter of 2016 to US$4,946.9 million during the fourth quarter of 2025, representing a compounded quarterly growth rate of 19.0%. Marketing, Branding, Customer Development and Customer Support We attract and retain customers to use our trading platform through marketing and branding, customer development and customer support. Marketing and Branding We conduct targeted branding and marketing to attract potential customers using both online and traditional marketing channels. Our online marketing activities mainly include Internet search engine results and advertisements on websites focused on trading and finance. We also actively conduct marketing for our trading platform through APP stores. In addition, we promote our brand and trading platform through our corporate accounts on popular interactive social media platform. We benefit from cross-branding arrangements with third-party websites, and influential social media accounts, under which we cooperate to help improve each other’s brand recognition. We specialize in utilizing social media to strengthen our brand equity, enhance our competitive advantages and expand our business. We regularly initiate branding activities to promote our brand awareness among existing and potential customers around the world. We provide the technical backbone to many leading online platforms that allow their own users to analyze and trade U.S. and Hong Kong securities. As a result of the superior functionalities of our trading platform and our position as an independent platform with capability to trade U.S. and Hong Kong securities, we have been chosen by some well-known platforms as their business partner. These partnerships have enabled us to access a wider user base and scale up in a cost-efficient manner. We focus on investing in cost-effective marketing initiatives and regularly evaluating the effectiveness of various marketing channels to optimize the allocation of our marketing resources. All customer acquisitions are tracked and analyzed based on profitability on a regular basis so that adjustments can quickly be made to our marketing efforts. We focus on continuously improving the quality of our products and services as we believe satisfied customers are more likely to recommend our trading platform to other potential customers. We incurred marketing and branding expenses of US$20.9 million, US$28.5 million and US$49.5 million in 2023, 2024 and 2025, respectively, accounting for 7.7%, 7.3% and 8.1%, respectively, of total revenues for the same periods. 95 Table of Contents Customer Development Our users and potential customers can initiate contact with us through phone call and online message. To further build the relationships, our business and customer support team generally follow up with customers to respond to their questions about our trading platform, our products and our business in general. We also use data analytics tools to identify users who are more likely to open trading accounts with us through an analysis of communication history and platform usage records, thus improving the effectiveness of our customer development and customer conversion. We also implement a member-to-member referral bonus system for existing customers who introduce new customers to our trading platform so both the introducer and the introduced receive bonus funds for commission-free trading. Customer Support We take pride in the level and quality of customer services we provide. We have a dedicated team of customer support personnel that handles customer inquiries about our trading platform via phone call and online message. Our business and customer support team consisted of 244 employees as of December 31, 2025 and operates for around 20 hours every trading day to serve our customers across the world. We implement stringent internal policies and training programs regulating how our customer representatives communicate with and serve our customers. Our compliance team also regularly monitors communications between our customer representatives and customers to maximize the level of satisfaction from our customers. Our Technology and Infrastructure Our proprietary technology is critical to our goal of providing the most user-friendly trading experience at the best value to our customers. Over the past years, we have developed an integrated trading platform to create an efficient conduit for the global flow of capital across securities on electronic exchanges around the world, while at the same time maintaining one of the lowest fee schemes in the industry. We strongly believe in developing and continuing to enhance our proprietary technology to adapt quickly to the changing environment and regulatory change of our industry and to take advantage of opportunities presented by new exchanges or new product lines ahead of our competitors. Trading Platform Interface Our trading platform allows our customers to execute trades in an efficient, secure, reliable and user-friendly manner. Customer trades are both automatically captured and reported in real time to our trading platform. Users can search for and download our trading platform on APP stores through their mobile devices, or simply trade on our website. It generally takes less than five minutes to register and submit the application required to open an account on our platform. Once our customers open accounts on our platform, they will be directed to link a payment method for making deposits into their accounts. We perform biweekly updates to our trading platform and had updated over 150 versions. Back-end System We have a proprietary and robust back-end system, which is able to support major aspects of our business operation, and our comprehensive product offerings. Our back-end system ensures the safety, stability, smoothness and speed of transactions on our trading platform. For example, we receive, process and distribute stock quote data at a speed on average 71,200 units per second at its peak. Our back-end system is able to facilitate trades in a secure and reliable manner by connecting seamlessly to our clearing agents. 96 Table of Contents Through our back-end system, we employ proprietary technology to automate functions including account management, market updates, order routing, seamless trading across securities and risk management. Our back-end system is built with the following features. •High availability. Our back-end system supports an infrastructure and application architecture with high-level SLA which guarantees that our customers can connect and trade at any time to avoid missing any fleeting opportunities in the market. •High reliability. It provides high accuracy in user data and market data, supported by both real-time and off-line calculations. •Security. Our system empowers systemized security measures such as strong encryption and two-factor authentication, in addition to disaster recovery and business continuity plans. •High performance and extensibility. It is able to handle millions of real time data at the peak, while supporting order execution and settlement with high throughput; enhanced to improve capacity for handling an increased load; and designed for easy modification, allowing us to increase system features, functions and capabilities efficiently. •Low latency. Our system boasts dedicated relay networks and system optimization tools that reduce end-to-end latency from customer trade orders to the various exchanges. Our proprietary back-end system boasts strong capabilities to handle customer information and trade orders. We designed our back-end system for easy modification, allowing us to increase system features, functions and capabilities efficiently as well as to handle a high volume of orders from customers at any one time. We ensure the security and integrity of all customer assets using various safeguards. We also maintain formal business continuity policies and practices aimed at ensuring rapid recovery from any business or trade interruptions. We rank each of our services according to the risks associated with potential interruptions and have also established business recovery time objectives for our services. We regularly review and test our recovery plans and controls to ensure the effectiveness of such plans and controls in meeting our business needs. CRM System Our CRM system is the core IT system for customer development and support. Our CRM system allows us to centrally monitor and supervise customer communications, manage relationships with customers, and analyze important customer data: •Customer communications. Our CRM system is integrated with our phone calls and online messaging systems, which assists customer representatives to anticipate and solve questions for our customers as they can access customer information and data from the CRM system while communicating with customers. •Customer relationship management. Our CRM system also facilitates the management of account opening procedure, account status update, collection of customer complaints and other customer activities. Through the CRM system, our customer representatives can access customers’ communication history, their platform usage records and trading records. •Customer analysis. Through our CRM system, we can analyze our customer’s communication history and trading records to enhance our operational efficiency. Research and Development We develop our proprietary trading platform, back-end technology and CRM system internally and consider our expertise in the rapid development and deployment of new trading technology as one of our core strengths. We have a team of experienced engineers. The supervisors in charge of our research and technology department all graduated 97 Table of Contents from prestigious universities and worked at well-established Internet and software companies before joining us. As of December 31, 2025, we have 593 staff members engaged in research and development-related work. Substantially all of them have a bachelor’s degree or above. Our company is technology-focused, and our management team is technology-savvy. While a large number of members of the management team participate in writing detailed program specifications for new applications, and our senior executives personally track progress on programming projects, this enables us to prioritize key initiatives and achieve rapid turn-around on new projects. Our current research and development efforts are focused on developing and improving, among other things, our trading capabilities, infrastructure technologies and customer data analysis technologies. To achieve optimal performance from our trading platform, we are regularly upgrading new versions, evaluating platform performance and performing quality assurance testing procedures. Risk Management Our business activities expose us to various risks. Identifying, measuring and managing risks are critical to minimizing damages to our business, operations and financial condition. Our compliance and legal departments work together with management to identify and manage risks. We have implemented policies and procedures for identifying, measuring and managing risks, which include establishing threshold levels for our most significant risks. Our business exposes us to four broad categories of risks: customer-related risks, trading-related risks, operational risks as well as cyber and information security risks. We are also subject to other risks that could affect our business, financial condition, operations or cash flows in future periods. For additional information, please see Item 3.D “Risk Factors-Risks Related to Our Business and Industry-We may fail to update our risk management policies and procedures as needed and such policies and procedures may otherwise be ineffective, which may expose us to unidentified or unexpected risks.” Customer-Related Risks We interact with customers on a daily basis, exposing us to risks of customers conducting money laundering activities, fraud and other financial crimes. We therefore implement rigorous KYC and AML measures to compile and periodically update customer profiles and to monitor activities. Once customers make deposits, we adopt the following safeguards to protect our customers’ assets: •Segregation of customer and internal funds. We segregate all customer funds from our internal funds in accounts with a few reputable banks in New Zealand, Singapore, Australia, Hong Kong and the U.S. for consolidated accounts. We perform a detailed reconciliation of our customers’ funds on a regular basis to ensure that such funds are properly segregated. •Regulatory compliance. Our subsidiary, Wealthn LLC, is a registered investment advisor and an NFA member as well as commodity pool operator and registered commodity trading advisor in the United States. Our subsidiaries, both US Tiger Securities, Inc. and TradeUP Securities, are registered broker-dealers with the SEC and a member of FINRA and SIPC in the United States. Our Singapore subsidiary - Tiger Brokers (Singapore) Pte Ltd (“Tiger Brokers SG”) is a capital markets services license holder regulated by the MAS and an exempt financial adviser under the Financial Advisers Act, 2001 of Singapore. Tiger Brokers SG is also a Clearing Member and Depository Agent of The Central Depository (Pte) Limited as well as Trading Member of Singapore Exchange Securities Trading and Singapore Exchange Derivatives Trading. Our Hong Kong subsidiary, Tiger Brokers (HK) Global Limited is a licensed corporation of SFC holding Type 1 (“Dealing in Securities”), Type 2 (“Dealing in Futures Contracts”), Type 4 (“Advising on Securities”), Type 5 (“Advising on Futures Contracts”) licenses and Type 9 (“Asset Management”). Our Australian subsidiary, Fleming, holds an Australian financial services license. Our Hong Kong subsidiaries, Kastle Limited is a licensed trust and company service provider and is a Trust Company under section 78(1) of the Trustee Ordinance (Cap. 29). For consolidated accounts, we carry out customer due diligence of our customers before establishing any relationship or conducting any transaction, pursuant to the anti-money laundering rules and regulations in New Zealand. See Item 3.D “Risk Factors-Risks Related to Our Business and Industry-We 98 Table of Contents face risks related to our status as an anti-money laundering reporting entity in New Zealand and if the Financial Markets Authority finds fault with our AMLCFT programs and engages in enforcement actions against us, our business and reputation may be adversely affected.” We, as well as our clearing agents, conduct ongoing customer due diligence and account monitoring as well as other internal controls procedures to comply strictly with applicable rules in relevant jurisdictions. For fully disclosed accounts, our primary clearing agent Interactive Brokers takes the main responsibilities of verifying customers’ identities and other regulatory compliance in the United States. •Transfer of customer funds in real name. We generally require funds to be transferred in and out of customers’ own bank accounts in order to reduce the risk of funds flowing into bank accounts of any unrelated third parties. This means that, with limited exceptions, a customer’s trade account name must be the same as his or her bank account name to facilitate any fund transfer. Such measure not only reduces the risk of fraudulent transfer of customer funds into third-party accounts but also minimizes money laundering activities as well as potential violation of foreign exchange regulations in China. •Tiger Verification. We developed a proprietary Tiger Verification APP in August 2018 that works together with our trading platform to increase the security of customer accounts. Before customers complete transactions, they can enter their passwords and codes generated from Tiger Verification to verify their transactions. Trading-Related Risks We are exposed to various trading-related risks arising from our brokerage operations, primarily market risk from financial market volatility and liquidity risk from inability to meet cash flow needs and regulatory requirements. Our management and risk management team work closely together to monitor our risk exposures throughout the day. We implement risk management measures for each of the major trading-related risks as follows: •Market risk. Market risk is the risk of loss incurred from adverse market movements. The primary market risk factor to which we are exposed is the fluctuation of trading volume. As a part of our risk management system, we plan to diversify our business to increase the products and services we offer under our asset management services as well as institutional and corporate services. See Item 3.D “Risk Factors-Risks Related to Our Business and Industry-Our business may be harmed by global events beyond our control, including overall slowdowns in securities trading. Our revenues and profitability depend on trading volume and are prone to significant and unpredictable fluctuations.” •Liquidity risk. Liquidity risk is the risk of losses resulting from the inability to meet current and future cash flow needs. US Tiger Securities, Inc. and TradeUP Securities must comply with the SEC’s net capital requirements, by which its current financial health is measured by assessing its liquidity against the risks where it has exposure. At all times US Tiger Securities, Inc. and TradeUP Securities must maintain the net capital requirements, at a level equal to, or greater than, the prescribed minimum capital. US Tiger Securities, Inc. and TradeUP Securities must maintain a minimum net capital requirement in compliance with the SEC Rule 15c3-1 as well as comply with the SEC Rule 17a-11 and the “early warning levels” for net capital requirements contained therein. Tiger Brokers SG is a capital markets services license holder under the Securities and Futures Act 2001 of Singapore (the “SFA”) for (I) dealing in capital markets products that are securities, collective investment schemes, and exchange-traded derivatives contracts; (II) product financing; and (III) providing custodial services, and an exempt financial adviser under the Financial Advisers Act 2001 of Singapore (the FAA) for advising on investment products and issuing or promulgating analyses/reports on investment products that are securities, collective investment schemes, and exchange-traded derivatives contracts. Under the SFA, there is a requirement to maintain sufficient capital (“CAR”) as part of its condition to operate the business in Singapore. CAR is calculated using a risk-based capital approach. For Tiger Brokers SG, the minimum base capital requirement is SGD 5 million and, in addition, the firm is required to analyze its operational risk and determine further capital requirement according to the risk the business faces. Its financial resources (which definition includes its base capital) cannot fall below its total risk requirement (i.e. the amount required to address risks arising from its activities), and in the case that its financial resources fall below 120% of its total risk requirement, it is required to immediately notify the MAS of this fact. 99 Table of Contents •Credit risk. The main credit risk is the risk exposure related to the margin financing we extend to our clients. Margin financing is generally secured by securities in the customers’ accounts, but associated credit risk can be heightened during periods of market volatility, low market liquidity and over-concentration of certain securities. During such times, customers who utilize margin financing and who have collateralized their obligations with securities may find their securities portfolio rapidly depreciating in value and may not be sufficient to cover their credit obligations even after fully liquidating their portfolio. We are also exposed to credit risk when our customers execute transactions, such as securities borrowing and lending that can also expose them to risk beyond their invested capital. We have a comprehensive policy implemented to assess and monitor the suitability of investors to engage in the trading activities that we offer. Our credit exposure is to a great extent mitigated by our policy of credit assessment and automatic evaluation of each account throughout the trading day and closing out positions automatically or disabling further trading for accounts that are found to be under-margined. Operational Risks Operational risk is the risk of loss resulting from inadequate or failed internal processes or controls, human errors or misconducts, system and technology problems or from external events. It also involves non-compliance with regulatory and legal requirements. We manage operational risks by establishing policies and procedures to accomplish timely and efficient processing and obtaining periodic reports from management regarding key processes. Significant operational risks arise particularly in relation to trading, IT and finance functions. The potential risks relating to trading include routing errors, booking errors, product administration errors and exposure limit breaches. We have implemented a comprehensive policy in compliance with the regulatory and legal requirements to assess and monitor the suitability of trading activities on our platform. To mitigate the operational risk, we monitor, detect and predict abnormal trading activities that can potentially impair the continuity of the operations of the market, our counterparts and our own firm. We have developed a business continuity plan to manage and minimize the impact to the business in the event of operational disruptions. Backups and procedures are in place to facilitate the recovery of these systems at our recovery site overseas. See Item 4.B “Business Overview-Our Technology and Infrastructure-Back-end System” for more information. We have additionally formulated a series of internal procedures focused on minimizing operational risks. Our compliance department reviews and approves materials published for investor education, market information and community engagement to prevent the disclosure of any inaccurate information. We also monitor the interactions between our customer representatives and customers for any non-compliance with internal policies and regulatory rules. All customer-facing employees receive compliance training upon joining us and we also provide ad hoc compliance trainings on various compliance matters to all employees. An annual training schedule stipulates our training requirements. The compliance team monitor customer interactions to ensure that company policy is observed. We take pride in the level and quality of customer services we provide. We have a dedicated team of customer service personnel that handles customer inquiries about our trading platform via phone call and online message. Cyber and Information Security Risks We are exposed to malicious technological attacks intended to impact the confidentiality, availability or integrity of our systems and data, including sensitive customer data. Our technology team relies on a layered system of preventive and detective technologies, practices and policies to detect, mitigate and neutralize cyber security threats. Secure access to our customers’ information and other confidential information is paramount to our business success. We therefore maintain strict internal practices, procedures and controls enabling us to better protect our customers’ personal information, such as providing different levels of access rights. We use hardware security machines to encrypt sensitive customer information in our CRM system. Access to our information system is granted to employees on an as-needed basis. We deploy advanced firewall technologies to restrict inappropriate access to our hosting facilities. We frequently monitor our APP, websites and critical servers for any cyberattacks or data breaches. See “Item 3. Key Information – Certain Risks Related to Our Chinese Operations and Operating Structure –If we fail to protect customer data and privacy, our reputation, financial condition and results of operations will be materially and adversely 100 Table of Contents affected” and Item 3.D “Risk Factors – Risks Related to Our Business and Industry – We may fail to protect our platform from cyber-attacks, which may adversely affect our reputation, customer base and business.” Intellectual Property We rely on a combination of trademark, copyright and trade secret protection laws in China and other jurisdictions, as well as confidentiality procedures and contractual provisions to protect our intellectual properties and our brand. Our intellectual property rights are important to us in distinguishing our brand and services from those of our competitors and contribute to our ability to compete in our target markets. As our brand name gains more recognition among the general public, we will work to increase, maintain and enforce our trademark portfolio as well as software and domain name registrations, the protection of which is important to our reputation and the continued growth of our business. Below is a comprehensive summary of our intellectual property rights. As of March 31, 2026, we had obtained 10 design patents and 9 invention patents, and had submitted 18 additional patent applications in China. As of March 31, 2026, we had registered 255 trademarks and had about 4 additional trademark applications in China. We had also obtained trademarks in jurisdictions such as Hong Kong, Singapore, Malaysia, EU, Indonesia, India, Philippines, Thailand, Australia and New Zealand, and submitted trademark applications in various jurisdictions. As of March 31, 2026, we had registered about 195 software copyrights and 20 artwork copyrights in China and other main jurisdictions. Competition The online brokerage market is highly competitive and rapidly evolving. Our primary competitors include online brokers and other firms providing online brokerage services. Nevertheless, we believe that our diverse product offerings, advanced technology infrastructure, efficient trade execution, top quality customer services and competitive pricing together make us one of the top performers in this market. Although some of our competitors may have greater financial resources or a larger customer base than we do, we believe that our proprietary trading platform, comprehensive customer services, innovative products and services, unparalleled user experience, robust infrastructure and advanced technology, and strong brand recognition are powerful competitive strengths in the fast-evolving online brokerage market. Insurance We maintain insurance such as professional liability insurance and directors and officers liability insurance for certain subsidiaries. For instance, our U.S. subsidiaries, Tiger Fintech Holdings Inc., US Tiger Securities Inc., and TradeUp Securities Inc., maintain various insurance policies, including a Business Owners Policy covering general liability and property with a limit of $1.0 million, Commercial Umbrella Insurance with a limit of $5.0 million, Directors’ and Officers’ Liability Insurance with a limit of $3.0 million, Cyber and Technology Errors and Omissions Insurance with a limit of $10.0 million, Employment Practices Liability Insurance with a limit of $3.0 million, a Fidelity Bond with a limit of $5.0 million, and a Surety Bond under the New York Financial Services Bond STAMP program with limits of $4.0 million. Our New Zealand subsidiaries, Tiger Brokers (NZ) Limited and Tiger Fintech (NZ) Limited, have in place professional liability insurance and directors’ and officers’ liability insurance, each of which has a limit of liability of NZ$1 million per claim and in the aggregate covering worldwide (excluding the U.S. and Canada) jurisdictions and territories. Our Australian subsidiaries, Tiger Brokers (AU) Limited, have in place professional indemnity insurance and directors’ and officers’ liability insurance, each of which has a limit of indemnity of AUD$5 million and covers worldwide (excluding the U.S. and Canada) jurisdictions and territories. Our Singapore subsidiary Tiger Brokers (Singapore) Pte Ltd. maintains professional indemnity insurance with a limit of liability of S$25 million, as well as a business insurance package covering office property, electronic equipment, and work injury compensation with a limit of liability of S$2.2 million. Another Singapore subsidiary, Tiger Fintech (Singapore) Pte Ltd maintains cyber security insurance with a limit of liability of S$5 million. Aside from the insurance described above, we only maintain insurance coverage required by laws and regulations and do not carry additional policies such as data security insurance, business interruption insurance, or liability insurance covering risks like customer complaints, litigation, or other operational liabilities. While our Directors believe that 101 Table of Contents our insurance coverage is in line with industry practice and our current policies are adequate, please refer to Item 3.D “Risk Factors-Risks Related to Our Business and Industry-Our insurance coverage may be inadequate to cover risks related to our business and operation.” Legal Proceedings As the date of this report, except for the litigation disclosed in Item 3.D “Risk Factors,” we are not a party to, and we are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a significant effect on our financial position or profitability, nor have we experienced any incident of non-compliance which, in the opinion of our directors, is likely to have a significant effect on our financial position or profitability. Compliance We believe that our comprehensive compliance framework covering marketing compliance, regulatory compliance and AML procedures protects the assets and interests of our customers. Our compliance department carries out routine day-to-day compliance tasks and transaction reporting, business monitoring and customer due diligence to ensure compliance with all applicable laws and regulations. In addition, they monitor complaints and compile responses to these complaints. The compliance department also oversees general compliance with all applicable KYC rules and AML procedures, carries out the compliance policies and prepares reports to any regulatory agencies if needed. Lastly, all compliance employees are required to undergo continuous intensive on-the-job training to become familiar with the latest regulatory environment developments. Seasonality We have not experienced seasonality in our business. However, as our brokerage business only began operations in 2015, volatility that may be inherent in the online brokerage industry could be masked by our rapid growth. Regulation This section summarizes the principal New Zealand, U.S., Singapore, Australia and Hong Kong laws and regulations relevant to our business and operations. Information regarding certain PRC regulations set forth under “Item 3. Key Information – Description of Certain PRC Regulations Affecting Our Business” is incorporated by reference herein. New Zealand Regulations Relating to Securities and Futures Brokerage Business Operational Rules of the Exchanges on Which We Operate Client money or property services Tiger Brokers (NZ) Limited and Tiger Fintech (NZ) Limited provide “client money or property services” in New Zealand, which are regulated by the Financial Markets Conduct Act 2013 (as amended in March 2021 by the Financial Services Legislation Amendment Act 2019) (“FMCA”). A client money or property service is: a)the receipt of client money or client property by a person and the holding, payment, or transfer of that client money or client property; and b)includes a custodial service (i.e., the holding of client money or client property by a person (A) in trust for, or on behalf of, a client (C), or another person nominated by C, under an agreement between A and C or between A and another person with whom C has an agreement (whether or not there are also other parties to the agreement)). 102 Table of Contents Subpart 5B of Part 6 of the FMCA regulates client money or property services by imposing: ▪disclosure obligations for services for retail clients; ▪conduct obligations; and ▪obligations for handling client money and client property. Certain of these obligations are summarized below. Disclosure obligations for services offered to retail clients A provider of a regulated client money or property service must disclose prescribed information to a retail client: ▪before receiving client money or client property from or on behalf of the client; or ▪if not practicable before, as soon as practicable after receiving client money or client property from or on behalf of the client. A person must not provide information under the above requirement if: ▪there is: ▪a statement in the information that is false or misleading or is likely to mislead; or ▪an omission from the information that is required by the regulations; and ▪the statement or omission is materially adverse from the point of view of a client. Information about a future matter (including the doing, or not doing, of an act) is misleading if the person making the statement does not have reasonable grounds for making it. Conduct obligations A provider must, when providing a regulated client money or property service, exercise the care, diligence, and skill that a prudent person engaged in the business of providing the service would exercise in the same circumstances. Obligations for handling client money and client property A provider who receives client money or client property, as part of a client money or property service, must: ▪hold the client money or client property, or ensure the client money or client property is held, on trust for the client; and ▪ensure that the client money is paid promptly into a bank in New Zealand (or into any other prescribed entity) to a designated trust account. ▪if acting as a custodian, appoint a qualified auditor to undertake a statutory client funds assurance report each year, a copy of which is provided to the FMA. A provider who receives or holds client money on trust for a client must keep, or ensure that there are kept, trust account records that disclose clearly the position of the client money in the trust account. A provider must not use or apply client money or client property received or held on trust for a client by a provider in any way except as expressly directed by the client or by transferring it to the provider’s designated trust account. 103 Table of Contents The client money or client property that is received or held by a provider on trust for a client: ▪is not available for the payment of the debts owing to any other creditor of the provider; and ▪is not liable to be attached or taken in execution under the order or process of any court at the instance of another creditor of the provider. Registration of Financial Service Providers Tiger Brokers (NZ) Limited and Tiger Fintech (NZ) Limited are financial service providers registered on the Financial Services Providers Register established under the Financial Service Providers (Registration and Dispute Resolution) Act 2008. Financial service providers are required to be members of an approved dispute resolution scheme if they provide financial services to retail customers. Both companies are registered with Financial Services Complaints Limited (“FSCL”). A customer is entitled to raise a complaint directly with FSCL. If this occurs, FSCL will work with the customer and the provider with the aim to reach agreement on any complaints regarding the provision of a financial service. If an agreement cannot be achieved, FSCL will make a decision on the complaint which is binding on the provider. The services provided by FSCL are free of charge for customers. Tiger Brokers (NZ) Limited and Tiger Fintech (NZ) Limited are not licensed by a New Zealand regulator to provide client money or property services. Their registration on the New Zealand register of financial service providers or membership of the Financial Services Complaints Limited Dispute Resolution Scheme does not mean that they are subject to active regulation or oversight by a New Zealand regulator. Rules Relating to Anti-Money Laundering and Countering Financing of Terrorism Tiger Brokers (NZ) Limited and Tiger Fintech (NZ) Limited are regulated by the FMA for AML/CFT purposes and are recorded on the FMA website as AML/CFT reporting entities. The Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act) places obligations on New Zealand reporting entities, including financial institutions, to detect and deter money laundering and the financing of terrorism. A reporting entity must establish, implement, and maintain an AML/CFT compliance programme comprising policies, procedures, and controls designed to detect, manage, and mitigate the risks of money laundering and terrorist financing. Prior to establishing and maintaining an AML/CFT programme, a reporting entity must undertake and maintain a written risk assessment of the money laundering and terrorist financing risks it may reasonably expect to face in the course of its business. A civil liability act occurs where a reporting entity fails to comply with the requirements of the AML/CFT Act. The FMA has a range of enforcement tools in respect of civil liability acts, including formal warnings, enforceable undertakings, and, on application to the court, injunctions and pecuniary penalties. A reporting entity commits a criminal offence if it engages in conduct constituting a civil liability act knowingly or recklessly. Additional criminal offences are also prescribed under the AML/CFT Act. A person convicted of an offence under the AML/CFT Act is liable, in the case of an individual, to imprisonment for a term not exceeding 2 years and/or a fine of up to NZD 300,000, and in the case of a body corporate, a fine of up to NZD 5 million. The AML/CFT Act requires reporting entities to conduct customer due diligence (CDD) on customers, any beneficial owners, and any persons acting on behalf of the customer. A reporting entity must obtain the prescribed identity information and take reasonable steps to verify that information. It must also take reasonable steps to identify and verify any beneficial owner so that it is satisfied that it knows who the beneficial owner is. In addition, a reporting entity must obtain information on the nature and purpose of the proposed business relationship and sufficient information to determine the level of CDD required, including whether enhanced customer due diligence 104 Table of Contents (EDD) is necessary. EDD is required in prescribed circumstances and involves obtaining and verifying additional information, including the source of funds and/or source of wealth. A reporting entity must, as soon as practicable after establishing a business relationship or conducting an occasional transaction or activity, take reasonable steps to determine whether the customer or any beneficial owner is a politically exposed person. If a reporting entity determines that a customer or beneficial owner with whom it has established a business relationship is a politically exposed person, then the reporting entity must have senior management approval for continuing the business relationship and must obtain information about the source of wealth or funds of the customer or beneficial owner and take reasonable steps to verify the source of that wealth or those funds. A reporting entity must conduct Ongoing Customer Due Diligence and undertake Ongoing Account Monitoring procedures to ensure that the business relationship and transactions are consistent with the reporting entity’s knowledge about the customer, the customer’s business, and risk profile. Where a reporting entity knows or suspects, or has reasonable grounds to suspect, that an activity or transaction is or may be relevant to the investigation or prosecution of an offence, or to the enforcement of the AML/CFT Act, it must submit a suspicious activity report to the Commissioner of Police as soon as practicable, and in any case no later than 3 working days after forming that suspicion. New Zealand Regulations on Internet Privacy The Privacy Act 2020 controls how “agencies” collect, use, disclose, store and give access to “personal information”. An “agency” is widely defined and includes any individual, public or private sector agency, or court or tribunal that is carrying on business or present in New Zealand, with specified exceptions. ‘Personal information’ means information about an identifiable individual. The Privacy Act covers government agencies, local councils, businesses, and individuals. All personal information is covered, including information about employees. All organizations are required to have a privacy officer to deal with privacy issues. The Privacy Act now clearly states that it has extraterritorial effect. This means that an overseas business or organization that is ‘carrying on business’ in New Zealand will be subject to the Act’s privacy obligations, even if it does not have a physical presence here. The Privacy Act provides for 13 overriding privacy principles. The 13 principles stipulate how information can be collected, used, disclosed and stored, and people’s rights to gain access to that information and ask for it to be corrected. The privacy principles cover: collection of personal information (principles 1-4); storage and security of personal information (principle 5); requests for access to and correction of personal information (principles 6 and 7, plus parts 4 and 5 of the Act); accuracy of personal information (principle 8); retention of personal information (principle 9); use and disclosure of personal information (principles 10 and 11); disclosure of personal information outside New Zealand (principle 12) and, using unique identifiers (principle 13). When an individual feels there has been a breach of the principles he or she can lodge a complaint with the Privacy Commissioner. The Privacy Commissioner investigates the complaint and undertakes a process of conciliation rather than punishment. If the complaint cannot be settled, it may be referred to the Human Rights Review Tribunal, which considers the situation anew. If the Tribunal finds there has been a breach, it may award a range of remedies including damages and restraining orders. The Privacy Act introduces a mandatory privacy breach notification regime for “notifiable privacy breaches”. Notifiable privacy breaches are those that a business or organization believes have caused (or are likely to cause) serious harm. Notifiable privacy breaches require a business or organization to notify the Office of the Privacy Commissioner and affected individuals as soon as possible (unless an exception applies for notifying individuals, for example where it reveals a trade secret or would endanger personal safety). Under the Act, it is an offence to fail to inform the Privacy Commissioner when there has been a notifiable privacy breach. As noted above, the Act clarifies that liability for breach notifications sits with the business or organization, and not the individual employees. 105 Table of Contents The Privacy Act introduces a new privacy principle, principle 12, which regulates how agencies can transfer personal information overseas to foreign entities and individuals. Agencies can only transfer personal information where (1) an individual authorizes disclosure after being expressly told that their personal information might not be protected in the same way as under the Privacy Act, or (2) the discloser reasonably believes that (i) comparable privacy laws exist, (ii) other protections affording comparable privacy protections are in place (i.e. a contract), (iii) the receiver is in a prescribed country or subject to a prescribed scheme, or (iv) the receiver carries on business in New Zealand and is subject to the Privacy Act. The Privacy Act introduces new criminal offences. It is now an offence to mislead an agency to access someone else’s personal information, or falsely pretend to be them or acting under their authority. It will also be an offence for an organization or business to destroy personal information, knowing that a request has been made to access it. The maximum penalty for an offence is NZ$10,000. U.S. Regulations Relating to Securities and Futures Brokerage Business Our business is also subject to regulation, primarily by U.S. federal and state regulatory agencies and certain Self-Regulatory Organization (“SROs”), such as central banks and securities exchanges, that have been charged with the protection of the financial markets and the interests of those participating in those markets. We, along with other larger institutions, have been subject to a broad range of rules and regulations and a climate of heightened regulatory scrutiny, particularly with respect to compliance with laws and regulations, including financial and operational controls and business processes. This scrutiny and related rule-making has resulted in part from the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, in 2010, which significantly changed the bank regulatory structure of our company and its thrift subsidiaries. The substance and full impact of the laws and regulations to which we are subject may be affected by changes in the U.S. political landscape, and we expect to continue to incur costs to implement new or phase-in requirements and monitor for continued compliance. Financial Services and Information Security Regulation Our regulators are increasingly focused on ensuring that our customer privacy, data protection, information security and cyber security-related policies and practices are adequate to inform consumers of our data collection, use, sharing or security practices, to provide them with choices, if required, about how we use and share their information, and to safeguard their personal information. We maintain systems designed to comply with these privacy, data protection, information security and cyber security requirements, including procedures designed to securely process, transmit and store confidential information and protect against unauthorized access to such information. Our brokerage and banking entities are required by the Gramm-Leach-Bliley Act of 1999 to develop, implement, and maintain an information security program with administrative, technical, and physical safeguards designed to protect customer information and to disclose their privacy policies and practices related to sharing customer information with affiliates and non-affiliates. These rules give customers the ability to “opt out” of having non-public information disclosed to third parties or receiving marketing solicitations from affiliates and non-affiliates based on non-public information received from our brokerage and banking entities. In May 2024, the SEC adopted amendments to Regulation S-P requiring enhanced safeguards for customer information, including incident response and breach notification requirements, with phased compliance beginning in December 2025. In addition, Executive Order 14117 and related regulations issued in January 2025 impose restrictions on certain cross-border transfers of sensitive personal data to designated countries, including China. The SEC and FINRA have also emphasized cybersecurity, supervisory controls, and third-party risk management, leading to heightened regulatory scrutiny. The Bank Secrecy Act, as amended by the U.S.A. PATRIOT ACT of 2001, or the BSA/USA PATRIOT Act, applies to our brokerage and banking entities and requires financial institutions to develop anti-money laundering programs to assist in the prevention and detection of money laundering and combating terrorism. In order to comply with the BSA/USA PATRIOT Act, we have an AML department that is responsible for developing and implementing our enterprise-wide programs for compliance with the various anti-money laundering and counterterrorist financing laws and us regulations. Our brokerage and banking entities are also subject to U.S. sanctions laws administered by the Office of Foreign Assets Control and we have policies and procedures in place to comply with these laws. 106 Table of Contents Brokerage Regulation and Capital Requirements Our subsidiary, US Tiger Securities, Inc. and TradeUP Securities, both U.S. broker-dealers, are registered with the SEC and is subject to regulation by the SEC and by SROs, such as FINRA and the securities exchanges of which it is a member, as well as various state regulators. The SEC and other governmental agencies and self-regulatory organizations, as well as state securities commissions in the United States, have the power to conduct administrative proceedings that can result in censure, penalties and fines, disgorgement of profits, restitution to customers, cease-and-desist orders or suspension, termination or limitation of the activities of the regulated entity or its employees. TradeUP Securities is a registered member of The Depository Trust & Clearing Corporation (“DTC”) and National Securities Clearing Corporation. Brokerage regulation covers various aspects of brokerage activities, including segregated cash requirements and net capital. TradeUP Securities is a fully disclosed broker-dealer within the meaning of SEC Rule 15c3-3 under the Exchange Act, which requires segregation of funds in a special reserve account for the benefit of customers. US Tiger Securities, Inc. and TradeUP Securities are subject to the Uniform Net Capital Rule, Rule 15c3-1 under the Exchange Act, which requires the maintenance of minimum net capital. Brokerage regulation also covers other brokerage activities, including required books and records, customer suitability, safekeeping of funds and securities, trading, prohibited transactions, public offerings, margin lending, customer qualifications for margin and options transactions, registration of personnel and transactions with affiliates. These net capital requirements are designed to measure the financial soundness and liquidity of broker-dealers. The net capital rule imposes certain requirements that may have the effect of preventing a broker-dealer from distributing or withdrawing capital and may require that prior notice to the regulators be provided prior to making capital withdrawals. Compliance with net capital requirements could limit operations that require the intensive use of capital, such as trading activities and underwriting, and may limit the ability of our broker-dealer subsidiaries to pay dividends to us. Investment Adviser Regulation Our wholly-owned subsidiary, Wealthn LLC, is registered as an investment adviser under the Investment Advisers Act of 1940, as amended with the SEC, or the Investment Advisers Act. As a registered investment adviser, Wealthn LLC is subject to the fiduciary and other obligations imposed under the Investment Advisers Act and the rules and regulations promulgated thereunder, as well as applicable state securities laws. The Investment Advisers Act imposes numerous obligations on registered investment advisers such as Wealthn LLC, including recordkeeping, operational and marketing requirements, disclosure obligations and prohibitions on fraudulent activities. State-level regulations through the Attorneys General, state securities regulators and other state level agencies also apply to certain activities of Wealthn LLC. The Investment Company Act of 1940, as amended, or the Investment Company Act, also imposes stringent governance, compliance, operational, disclosure and related obligations on registered investment companies and their investment advisers, such as Wealthn LLC, and distributor(s) and its affiliated companies. The SEC is authorized to institute proceedings and impose sanctions for violations of the Advisers Act and the Investment Company Act, ranging from fines and censure to termination of an investment adviser’s registration. Non-compliance with the Advisers Act, the Investment Company Act or other federal and state securities laws and regulations could result in investigations, sanctions, disgorgement, fines and reputational damage, as well as temporary or permanent prohibition of certain activities, related client terminations or other sanctions. Singapore Regulations Relating to Securities and Futures Brokerage Business Tiger Brokers SG is a capital markets services license holder under SFA for (I) dealing in capital markets products that are securities, collective investment schemes, and exchange-traded derivatives contracts; (II) product financing; and (III) providing custodial services, and an exempt financial adviser under the Financial Advisers Act 2001 of Singapore (the FAA) for advising on investment products and issuing or promulgating analyses/reports on investment products that are securities, collective investment schemes, and exchange-traded derivatives contracts. Under the SFA, there is a requirement to maintain sufficient capital (“CAR”) as part of its condition to operate the business in Singapore. CAR is calculated using a risk-based capital approach. For Tiger Brokers SG, the minimum base capital requirement is SGD 5 million and, in addition, the firm is required to analyze its operational risk and determine further capital requirement according to the risk the business faces. Its financial resources (which definition includes its base 107 Table of Contents capital) cannot fall below its total risk requirement (i.e. the amount required to address risks arising from its activities), and in the case that its financial resources fall below 120% of its total risk requirement, it is required to immediately notify the MAS of this fact. Tiger Brokers SG minimally maintain at least 25% above the actual CAR requirement as a precaution against any sudden turn in the business environment. Australian Regulations Relating to Financial Services Business AFSL obligations Under section 911A (1) of the Corporations Act 2001 in Australia, or the Corporations Act, a person who carries on a financial services business in Australia must generally hold an Australian financial services license, or AFSL, unless a relevant exception applies. Relevant AFSL holders Tiger Brokers (AU) Pty Limited, ABN 12 007 268 386, is licensed and regulated by Australian Securities and Investment Commission (ASIC), Australian Financial Services License no. 300767 (AFSL). authorizing it to provide various financial services, including financial product advice, dealing, and underwriting, in respect of a variety of financial products. TBAU’s AFSL (No. 300767) authorizes the licensee to carry on a financial services business to: (a) provide financial product advice for the following classes of financial products: (i) deposit and payment products limited to: (A) basic deposit products; (B) deposit products other than basic deposit products; (ii) derivatives; (iii) foreign exchange contracts; (iv) interests in managed investment schemes, including: (A) investor directed portfolio services; and (v) securities; (b) deal in a financial product by: (i) issuing, applying for, acquiring, varying or disposing of a financial product in respect of the following classes of financial products: (A) derivatives; (B) foreign exchange contracts; and (C) interests in managed investment schemes, limited to: (1) own managed investment scheme only; and (ii) applying for, acquiring, varying or disposing of a financial product on behalf of another person in respect of the following classes of products: (A) deposit and payment products limited to: (1) basic deposit products; (2) deposit products other than basic deposit products; (B) derivatives; (C) foreign exchange contracts; (D) interests in managed investment schemes, including: (1) investor directed portfolio services; and (E) securities; and (c) provide the following custodial or depository services: (i) operate custodial or depository services other than investor directed portfolio services; to retail and wholesale clients. TBAU provides dealing and custodial services for a variety of financial products including derivatives, foreign exchange contracts, interests in MIS and securities. TBAU is not a market participant of a licensed financial market 108 Table of Contents in Australia so that execution and settlement services are provided by a third party. When a client trades exchange-traded products (e.g., listed company shares), TBAU will act as an intermediary and instruct market participants to enter trades on the exchange according to client orders. TBAU is authorized under its AFSL to provide general financial product advice to retail and wholesale clients in those authorized financial products. Fleming, or Fleming Funds Management, holds an AFSL authorizing it to provide various financial services, including financial product advice, dealing and underwriting, in respect of a variety of financial products, including derivatives, government bonds, interests in managed investment schemes (such as collective investment vehicles) and securities, to wholesale clients only (such as institutional investors and high net worth clients). Substantive obligations As AFSL holders, TBAU and Fleming are subject to the following obligations (among others): •to comply with various financial, capital and audit requirements; •to ensure that a nominated “responsible manager” is allocated responsibility for each financial service provided; •to ensure that its representatives who provide financial services are adequately trained and competent to do so; •to comply with the “client money” rules under Chapter 7.8 of the Corporations Act; •to comply with the financial record and order record keeping requirements under Chapter 7.8 of the Corporations Act; •to ensure it has in place adequate compliance arrangements in respect of the financial services it provides; •to have adequate financial, technological and human resources to provide the financial services covered by its license; •to comply with Australian financial services laws, and to take reasonable steps to ensure that its representatives comply with Australian financial services laws; •to do all things necessary to ensure that the Australian regulated activities are provided efficiently, honestly and fairly; •to have in place adequate arrangements for the management of conflicts of interest; •to have adequate risk management systems; and •to report significant breaches of Australian financial services laws, and its AFSL conditions, to the Australian Securities and investments Commission. Recent Developments in the Australian Regulatory Framework In 2025, Australian Financial Services (AFS) providers faced several significant regulatory changes aim at enhancing transparency, consumer protection, and financial stability. (a) Privacy 109 Table of Contents The Privacy and Other Legislation Amendment Act 2024 (Cth), which commenced on December 10, 2024, came into effect in staged tranches, with the doxxing criminal offence provisions commencing on 10 June 2025 and automated decision-making transparency obligations scheduled to take effect from 10 December 2026. Key changes include: 1.1.Expansion of the Privacy Act: The Privacy and Other Legislation Amendment Bill 2024 (Cth) broadened the Privacy Act's scope, introducing stricter consent and notice requirements for handling personal data. 1.2.Introduction of a Statutory Tort for Serious Privacy Invasions: For the first time, individuals gained the right to sue for serious invasions of privacy, with potential penalties up to $478,550. 1.3.Enhanced Enforcement Powers: Regulatory bodies, notably the Office of the Australian Information Commissioner (OAIC), received expanded powers to oversee compliance and enforce penalties for privacy breaches. 1.4.Regulation of Automated Decision-Making: New requirements mandated transparency in automated decisions affecting individuals, necessitating clear communication when relying on such processes. 1.5.Overseas Data Disclosures: The legislation introduced a 'white list' of countries deemed to have adequate data protection laws, facilitating international data transfers while ensuring privacy standards. 1.6.Strengthened Data Security Measures: Organizations are now required to implement robust technical and organizational measures to safeguard personal data, with clearer guidelines on data breach notifications. 1.7.Criminalization of Doxxing: Publishing personal information online with harmful intent, known as doxxing, became a criminal offense punishable by up to six years in prison, increasing to seven years if motivated by discrimination. (b) Mandatory Climate Reporting and Greenwashing Enforcement On March 31, 2025, The ASIC released Regulatory Guide 280 Sustainability reporting, providing guidance on mandatory sustainability report preparation and disclosure obligations under the Corporations Act 2001 (Cth). ASIC has indicated it will take a pragmatic and proportionate approach to supervision and enforcement of sustainability reports and early stages of the regime, in support of the primary goal of facilitating high quality climate reporting by large Australian business and financial institution. (c) Reforms to Merger Regulations The Treasury Laws Amendment (Mergers and Acquisitions Reform) Act 2024 (Cth), passed on 28 November 2024, substantially reformed Australia’s merger control framework. From July 1, 2025, Australia entered a transitional period in which businesses could voluntarily notify the ACCC of transactions under the new merger regime. The mandatory regime requiring all acquisitions meeting prescribed thresholds to be notified to the ACCC has been in effect from January 1, 2026. (d) Strengthening Financial Market Infrastructure Proposed reforms to the Corporations Act 2001 included granting the Reserve Bank of Australia (RBA) enhanced crisis management powers over Clearing and Settlement (CS) facilities. These powers were designed to allow the RBA to respond effectively to acute crises, preventing disorderly wind-downs of CS facilities and safeguarding financial system stability. (e) Cybersecurity Obligations 110 Table of Contents Australia’s Cyber Security Act 2024 (Cth), commenced on November 29, 2024, introduced new cybersecurity measures targeting critical sectors, including financial services. From May 29, 2025, businesses must report any payments or benefits given in response to a ransomware extortion demand within 72 hours to the Department of Home Affairs and the Australian Signals Directorate. (f) AML/CTF Reform On August 29, 2025, AUSTRAC tabled the new Anti-Money Laundering and Counter-Terrorism Financing Rules 2025 in Parliament, following a two-stage public consultation process. The Rules provide detailed obligations to support the amended Anti-Money Laundering and Counter-Terrorism Financing 2006 Act (Cth). AML/CTF reforms are scheduled to commence on July 1, 2026 for Tranche 2 entities including the legal, accounting, real estate and jeweller industries. Existing reporting entities must implement the new Rules from March 31, 2026. Hong Kong Regulations Relating to Securities and Futures Brokerage Providers Tiger Brokers HK is a licensed corporation of the Securities and Futures Commission of Hong Kong (“SFC”) holding Type 1 (“Dealing in Securities”), Type 2 (“Dealing in Futures Contracts”), Type 4 (“Advising on Securities”), Type 5 (“Advising on Futures Contracts”) and Type 9 (“Asset Management”) licenses. The Securities and Futures Ordinance (“SFO”), including its subsidiary legislation, is the principal legislation regulating the securities and futures industry in Hong Kong. In particular, Part V of the SFO deals with licensing and registration matters. The SFO is administered by SFC which is an independent statutory body in Hong Kong set up to regulate the securities and futures markets and the non-bank leveraged foreign exchange market in Hong Kong. In addition, the Companies (Winding Up and Miscellaneous Provisions) Ordinance including its subsidiary legislation provides that SFC is responsible for authorizing the registration of prospectuses for offerings of shares and debentures in Hong Kong and/or granting exemptions from strict compliance with the provisions in the Hong Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance. The SFO provides that SFC is also responsible for authorizing certain securities (including the relevant offering documents) that are not shares or debentures. The Hong Kong securities and futures industry (with respect to listed instruments) is also governed by the rules and regulations introduced and administered by the Hong Kong Stock Exchange and the Hong Kong Futures Exchange (jointly as “HKEX”). Hong Kong Regulations Relating to Trust Services Providers Under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong), or the AMLCTFO, trust or company service providers, or TCSPs, in Hong Kong need to apply for a license which is conditional on certain personnel (including the ultimate owners) of such companies having satisfied a “fit and proper” test. The AMLCTFO also requires TCSPs to comply with the applicable statutory customer due diligence and record-keeping requirements. TCSPs are regulated by the Registrar of Companies, through the Hong Kong Companies Registry, and are subject to its oversight. A TCSP is defined in the AMLCTFO to be a corporation which carries on a business providing trust or company services. Trust service as defined encompasses the provision in Hong Kong, by way of business, of the service of acting, or arranging for another person to act (i) as a trustee of an express trust or a similar legal arrangement; or (ii) as a nominee shareholder for a person other than a corporation whose securities are listed on a recognized stock market. On the other hand, company service encompasses the provision in Hong Kong, by way of business, of the service of (i) forming corporations or other legal persons; (ii) acting or arranging for another person to act as a director or a secretary of a corporation, as a partner of a partnership, or in a similar position in relation to other legal persons; and/or 111 Table of Contents (iii) providing a registered office, business address, correspondence or administrative address for a corporation, a partnership or any other legal person or legal arrangement. The TCSP license is usually valid for a period of three years and renewable upon re-assessment of fit and proper requirements. Our indirect wholly-owned subsidiary, Kastle Limited, was granted a TCSP license for a period of three years starting from January 29, 2019 and renewed subsequently, the new TCSP license is valid from January 29, 2025 to January 28, 2028. An application for license renewal must be made at least 60 days before it is due to expire. Ongoing Requirements All licensed TCSPs are required to, on an ongoing basis, comply with its licensing conditions (if any) as well as the relevant provisions in the AMLCTFO and the guidelines issued by the Companies Registry from time to time, including those relating to customer due diligence and record keeping requirements. To this end, the senior management of licensed TCSPs are also required to appoint: (i) a director or senior manager as a compliance office, or CO, who has overall responsibility for the establishment and maintenance of the licensee’s anti-money laundering and counter-terrorist financing systems; and (ii) a senior member of the licensee’s staff as the money laundering reporting officer, or MLRO, who is the central reference point for reporting suspicious transactions. In order that the CO and MLRO may discharge their responsibilities, the licensed TCSP’s senior management should ensure as far as practicable that the CO and MLRO are independent of all operational and business functions, normally based in Hong Kong, capable of accessing all available information, fully conversant in the relevant statutory and regulatory requirements and risks, provided with regular access to senior management, and of a sufficient level of seniority and authority. Depending on the scale, operation, nature of business and risk profile of the licensed TCSP, the same person may be appointed as its CO and MLRO. Given the relatively small size of Kastle Limited, Mr. Su Yansong has been appointed as both its CO and MLRO since January 26, 2026. British Virgin Regulations Relating to Trust Services Providers In the British Virgin Islands, persons carrying on trust business are required to be licensed under the Banks and Trust Companies Act, 1990 (as amended) (the “BTCA”) and Regulatory Code, 2009 (the “Code”). Trust companies are regulated by the BVI Financial Services Commission (the “FSC”), which is responsible for the licensing, supervision and ongoing regulation of trust service providers in the jurisdiction. Under the BTCA, a Restricted Class II Trust Licence permits the licensee to carry on trust business in or from within the British Virgin Islands, subject to specific restrictions, including that the licensee can only carry on trust business, not exceeding fifty trusts. Applicants for a trust license are required to satisfy the FSC that they, and their directors, shareholders and key functionaries, are fit and proper persons. In addition, the FSC will assess the applicant’s business plan, governance structure, internal controls, and compliance framework before granting the license. Ongoing Requirements Licensed trust companies in the British Virgin Islands are subject to ongoing regulatory obligations, including compliance with the BTCA, and other applicable regulatory guidelines issued by the FSC. Such obligations include, among others, the implementation of adequate customer due diligence procedures, record-keeping requirements, and the establishment of effective internal controls and risk management systems. Regulations Relating to Tax New Zealand Regulations on Tax New Zealand imposes income tax on the worldwide income of New Zealand tax residents, and also on all income that is treated as having a New Zealand source for New Zealand income tax purposes derived by non-New-Zealand tax residents. New Zealand does not currently have an express capital gains tax (although such a tax has been considered 112 Table of Contents by various policy makers). The concept of income for New Zealand income tax purposes includes amounts that may be viewed as capital in some other jurisdictions, and in some cases includes deemed or attributable income that may not correlate in terms of timing or quantum with monetary receipts or actual economic gains. A company will be treated as being resident in New Zealand for income tax purposes if it is incorporated in New Zealand, has its head office in New Zealand, has its center of management in New Zealand, or its directors, in their capacity as directors, exercise control of the company in New Zealand, even if the directors’ decision-making also occurs outside New Zealand. The rate of income tax for New Zealand tax resident companies, and companies that are not New Zealand tax resident companies but which derive New Zealand sourced income, is currently 28%. Income tax paid by a New Zealand tax resident company can give rise to imputation credits that, subject to sufficient continuity of ownership being maintained in respect of the company, can be attached to dividends that the company pays. Such imputation credits attached to dividends may reduce the amount of New Zealand withholding tax and New Zealand income tax that is payable by the recipient of the dividend. Dividends paid by a New Zealand tax resident company may be subject to withholding tax. The rate of withholding tax for dividends paid to a shareholder which is not a New Zealand tax resident is up to 30%. It is possible in certain circumstances for a New Zealand tax resident company to pay a supplementary dividend that effectively eliminates the monetary effect of non-resident withholding tax on dividends paid to foreign shareholders who hold a less than 10% interest, where and to the extent, the dividend is fully imputed. No withholding tax or income tax is usually payable when dividends are paid between companies that are both New Zealand tax resident and members of the same wholly owned group of companies, or where a cash dividend with full imputation credits attached is paid to a non-resident who holds at least 10% direct ownership interest of the dividend paying company. The rate of tax imposed on taxpayers who are tax resident in a jurisdiction that New Zealand has entered into a double tax agreement with may have the rate of New Zealand tax, whether income tax or withholding tax, imposed on them reduced by the terms of that double tax agreement. New Zealand also imposes goods and services tax, or GST, on supplies deemed to be made in New Zealand of most goods and services. The rate of GST is usually 15%. GST is also imposed on certain imports of goods and services into New Zealand. Certain supplies such as financial services, as defined, are generally exempt from GST. Goods consumed outside of New Zealand and services supplied to non-resident located outside New Zealand at the time the services are performed, and services physically performed outside New Zealand (excluding remote services) supplied to a New Zealand GST registered person, are generally subject to GST at a reduced rate of 0%. New Zealand Regulations on the Application of the Common Reporting Standard In July 2014, the Organization for Economic Co-operation and Development, or the OECD, approved the Common Reporting Standard (CRS) for Automatic Exchange of Financial Account Information in Tax Matters (AEOI) to provide a global framework for the collection, reporting, and exchange of financial account information about persons that invest outside of their jurisdiction of tax residence. This aim of the CRS is to detect and deter offshore tax evasion and the CRS requires financial institutions to carry out certain due diligence and reporting measures, including but not limited to, review of their financial accounts so as to identify the accounts held or controlled by relevant foreign tax residents and collect and, in the case where an AEOI agreement in place between the two jurisdictions requiring the provision of such information, report the relevant information to the local revenue authority for exchange with the jurisdiction(s) of tax residence of the account holder or controlling person. The New Zealand Government has made international commitments to implement the CRS in full accordance with the CRS and also the commentary to the CRS with supplements of the aforementioned due diligence and reporting measures. Therefore, both the CRS and the CRS commentary have been directly incorporated into New Zealand law, subject to certain modifications set out in the Tax Administration Act 1994, and the CRS started to apply in New Zealand from July 1, 2017. Further, New Zealand has adopted different standards of due diligence and reporting requirements for different financial accounts. A pre-existing individual account that is a cash value insurance contract 113 Table of Contents or an annuity contract is not required to be reviewed, identified or reported, provided the reporting financial institution is effectively prevented by law from selling such contract to residents of a reportable jurisdiction while the procedures also vary with the value of the accounts. Our New Zealand entities, Tiger Brokers (NZ) Limited and Tiger Fintech (NZ) Limited, as New Zealand financial institutions, are required to annually report, with the coverage of the year ended March 31, the account and identity information of account holders that are reportable persons to the New Zealand Inland Revenue Department. This will be exchanged with the person’s jurisdiction(s) of tax residence if New Zealand has an AEOI agreement to provide this information to that jurisdiction or those jurisdictions, and the information about certain individual accounts that the CRS refers to as being “undocumented accounts” where the institution has not been able to identify the person’s tax residency. We have completed all required CRS disclosure reports to the New Zealand Inland Revenue Department. PRC Regulations on Dividend Withholding Tax Pursuant to the Double Tax Avoidance Arrangement, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under the Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5% upon conducting prescribed registration procedures with the competent authority. However, based on the Circular on the Issues concerning the Application of the Dividend Clauses of Tax Agreements issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Announcement of the State Administration of Taxation on Issues Relating to “Beneficial Owner” in Tax Treaties, issued on February 3, 2018 by the SAT, Beneficial Owner refers to a person who owns and controls the income or the rights or property from which such income is derived. The Announcement also lays out the SAT negative factors that shall be taken into account when assessing whether a recipient of China-source income is a Beneficial Owner under tax treaty. Generally, conduit companies, which are established for the purpose of evading or reducing tax, or transferring or accumulating profits, will not be recognized as beneficial owners and thus are not entitled to the above-mentioned reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. Regulations on Tax regarding Indirect Transfer On February 3, 2015, the State Administration of Taxation, or the SAT, issued the SAT Circular 7. Pursuant to the SAT Circular 7, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises, may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and is established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. When determining whether there is a “reasonable commercial purpose” of the transaction arrangement, considerations include, inter alia, (i) whether the main value of the equity interest of the relevant offshore enterprise derives directly or indirectly from PRC taxable assets; (ii) whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment in China or if its income is mainly derived from China; and (iii) whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature evidenced by their actual function and risk exposure. According to the SAT Circular 7, where the payer fails to withhold any or sufficient tax, the transferor shall declare and pay such tax to the tax authority by itself within the statutory time limit. Late payment of applicable tax will subject the transferor to default interest. The SAT Circular 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired on a public stock exchange. On October 17, 2017, the SAT issued the Circular on Issues of Tax Withholding regarding Non-PRC Resident Enterprise Income Tax, or the SAT Circular 37, which further elaborates the relevant implemental rules regarding the calculation, reporting and payment obligations of the withholding tax by the non-resident enterprises. Nonetheless, there remain uncertainties as to the interpretation and application of the SAT Circular 7. The SAT Circular 7 may be determined by the tax authorities to be applicable to our offshore transactions or sales of our shares or those of our offshore subsidiaries where non-resident enterprises, being the transferors, were involved. 114 Table of Contents PRC Regulations on Enterprise Income Tax Under the Enterprise Income Tax Law of the PRC, or the EIT Law, which became effective on January 1, 2008 and was amended on February 24, 2017 and December 29, 2018, and its implementing rules, enterprises are classified as resident enterprises and non-resident enterprises. PRC resident enterprises typically pay enterprise income tax at the rate of 25%, while non-PRC resident enterprises without any branches in the PRC pay an enterprise income tax in connection with their income from the PRC at the tax rate of 10%. An enterprise established outside China but with its “de facto management body” located within China is considered a “resident enterprise,” which means that it is treated in a manner similar to a PRC domestic enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define “de facto management body” as a managing body that in practice exercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise. The EIT Law and the implementation rules provide that an income tax rate of 10% will normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (i) do not have an establishment or place of business in the PRC or (ii) have an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business to the extent that such dividends and gains are derived from sources within the PRC. Such income tax on the dividends may be reduced pursuant to a tax treaty between China and other jurisdictions. PRC Value-Added Tax Pursuant to the Provisional Regulation of the PRC on Value-Added Tax issued by the State Council, effective on January 1, 1994, which was amended on November 10, 2008, February 6, 2016 and on November 19, 2017, or the Provisional Regulation, and its Implementing Rules, all entities and individuals that are engaged in the sale of goods, the provision of processing, repairs and installation services, sales of services, intangible assets, real property and the importation of goods in the PRC are required to pay a value-added tax, or VAT. According to the Provisional Regulation, the generally applicable VAT rates are simplified as 17%, 11%, 6% and 0%, and the VAT rate applicable to the small-scale taxpayers is 3%. On April 4, 2018, the Ministry of Finance and the SAT issued the Circular on Adjustment of Value-added Tax Rates. According to which relevant Value-added Tax rates have been reduced from May 1, 2018 and April 1, 2019, such as the deduction rates of 17% and 11% applicable to the taxpayers who have Value-Added taxable sales activities or imported goods have been adjusted to 13% and 9%, respectively. As of the date of this annual report, most of our entities were subject to the value-added tax at the rate of 6% for services provided as of December 31, 2025. C. Organizational Structure UP Fintech is a holding company with no material operations of its own. We conduct our operations primarily through our New Zealand subsidiaries, U.S. subsidiaries, Singapore subsidiaries, Hong Kong subsidiaries and the VIEs and their respective subsidiaries in China. A listing of the Company’s principal subsidiaries directly and indirectly held and VIEs as of the date of this annual report is set forth in Exhibit 8.1 to this annual report on Form 20-F. D. Property, Plants and Equipment Facilities We are headquartered in Singapore, where we lease 16,340 square feet. In addition, we also have leased properties principally for our operations in Beijing, Auckland, Sydney, Singapore, the State of New York, United States, Hong Kong and other cities in China. Our leased premises are leased from unrelated third parties who either have valid titles 115 Table of Contents to the relevant properties or proper authorization from the title holder to sublease the property. We believe that we will be able to obtain adequate facilities, principally through leasing, to accommodate our future expansion plans.