The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the Consolidated Financial Statements, including the notes thereto, included in this annual report, as well as “Presentation of Financial and Certain Other Information,” Item 3. “Key Information – Certain Risks Related to Our Chinese Operations and Operating Structure” Item 3.D. “Risk Factors” and Item 4.B. “Business Overview.” The following discussion includes certain forward-looking statements. Actual results may differ materially from those discussed in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, including in “Item 5.G. Safe Harbor”, “Item 3. Key Information – Certain Risks Related to Our Chinese Operations and Operating Structure”, and “ Item 3.D. Risk Factors.” Overview We are a leading integrated financial technology platform providing cross-market, multi-product investment experience for investors around the world. Our proprietary trading platform enables investors to trade in equities and other financial instruments on multiple exchanges around the world. 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 platform, all within a few taps or clicks through APP on smartphone, tablet and PC terminals. 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 provided by ourselves or third parties to our customers to finance their trading activities. We have achieved substantial growth since we launched our platform in August 2015. Our total 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. Reorganization We commenced our technology research and development in June 2014 through one of the VIEs, Beijing Rongke. 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 UP Fintech Holding Limited in January 2018, which controls Beijing Rongke and its subsidiaries through a series of contractual arrangements. See Item 4.A “History and Development of the Company-Reorganization.” In connection with the reorganization, in June 2018, UP Fintech Holding Limited issued Series Angel (in four tranches), Series A, Series B-1, and Series B-2 preferred shares to the shareholders of Beijing Rongke or their affiliates or designees to replicate the corresponding Series Angel (in four tranches), Series A, Series B, and Series B+ equity interest with preferred rights issued by Beijing Rongke prior to the reorganization, all of which converted to Class A ordinary shares of the Company in connection with the completion of our initial public offering. UP Fintech Holding Limited also adopted a new share incentive plan, or the 2018 Share Incentive Plan, to replicate and replace the equity incentive plan adopted by Beijing Rongke in 2014. 116 Table of Contents A. Operating Results Factors Affecting Our Results of Operations We believe our business and operating results are affected by general factors affecting the online brokerage industry, which include economic and political conditions, broad trends in business and finance, changes in volume of securities transactions, changes in the markets in which such transactions occur and changes in how such transactions are processed, growth of private wealth of our existing and potential customers, demand for global asset allocation as well as changes in the regulatory regime over the online brokerage industry and the Internet industry. Unfavorable changes in any of these general financial and regulatory conditions, reduction in trading volume in the U.S. and Hong Kong stocks and other financial instruments, unfavorable currency fluctuations and volatility of the trading activity on exchanges in the United States and other countries could negatively affect demand for our services and materially and adversely affect our results of operations. In addition, we believe our results of operations are more directly affected by company specific factors, including our ability to: maintain and expand our customer base globally, maintain and enhance customer engagement, earn commissions for brokerage services and interest income or financing service fees for margin financing, effectively improve technology infrastructure and serve more consolidated accounts, develop a diverse customer base and offer new and innovative products and services, and operate in a cost-effective manner. In addition, the laws, regulations and governmental policies of various jurisdictions may impact our operations, including New Zealand, U.S., PRC, Singapore, Australia and Hong Kong laws and regulations. See Item 4.B “Business Overview” for a summary of the principal applicable laws which may affect our business. The Company is exposed to the risks and complexities inherent in doing business in international markets, some of which, such as those associated with an uncertain regulatory environment. Restrictive regulations or government intervention in any of the regions in which we operate (including China, Singapore, Hong Kong and the United States) and the interaction thereof could impact the conduct of security transactions and affect our business. We expect to continue to expand our operations to new markets and into new services lines in the future. We believe that customers from new markets and customers interested in new services will increase demand for our products and services and, consequentially, may turn these markets and/or products into growth drivers in future years. However, we cannot guarantee that we will be successful in growing our customer base or our operations on our desired timeline or at all. Additionally, capital markets worldwide may remain volatile or increase in volatility in the coming year due to continued tightening of monetary policy by central banks, increased market interest rates, the prospect or perception of recession or inflation, geopolitical factors such as the war in Ukraine, and other macroeconomic factors. These factors may have a negative impact on the financial position of our customers, which could decrease trading volume and negatively impact demand for our services and, consequently, our commissions, but they may also represent opportunities for us to increase our interest income. Recent Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in Note 2 to our audited consolidated financial statements included elsewhere in this annual report. Key Components of Results of Operations Revenues Our revenues consist of commissions, financing service fees, interest income, and other revenues. The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the years indicated: 117 Table of Contents For the years ended December 31, 2023 2024 2025 US$ % US$ % US$ % (in thousands except for percentages) Revenues: Commissions 92,594 34.0 159,045 40.6 266,835 43.6 Financing service fees 12,179 4.4 11,312 2.9 10,723 1.7 Interest income 149,291 54.8 191,755 49.0 256,997 42.0 Other revenues 18,444 6.8 29,430 7.5 77,510 12.7 Total revenues 272,508 100.0 391,542 100.0 612,065 100.0 Interest expense (46,958 ) (17.2 ) (60,804 ) (15.5 ) (73,356 ) (12.0 ) Total net revenues 225,550 82.8 330,738 84.5 538,709 88.0 Commissions We earn commissions from the brokerage services we deliver for customers’ fully disclosed accounts and consolidated accounts. See Item 4.B “Business Overview-Our Core Products and Services-Brokerage Services-Types of Accounts.” We charge commission fees based on the amount of transaction volume, or the number of shares, lots or contracts in each order, which generally vary in accordance with the type of products or services, timing of account activation, eligibility for discounts and other factors. In 2023, 2024 and 2025, the average rate of commissions over trading volume was 0.0315%, 0.0288% and 0.0260%, respectively, which is the ratio of the total commissions to the total trading volume in the same period. The decrease in the average commission rates was primarily the lower average fee rate attributable to industry competition in the year 2025. Pursuant to the agreement with our primary 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 commissions from customers and pay the execution and clearing fees to our clearing agents. For fully disclosed accounts, every time Interactive Brokers executes and clears a trade, it collects the commissions, deducts a certain portion as execution and clearing fees and returns the rest of the commissions to us. Financing service fees Financing service fees include fees Interactive Brokers paid to us regarding the margin financing and securities borrowing and lending activities provided by Interactive Brokers to our fully disclosed account customers for trading purposes. We generally charge a specific rate above the interest rate of the margin loan or funding from the clearing agents. In 2023, 2024 and 2025, the average annualized rate of financing service fees over the average balance of the margin loans provided by the clearing agents was 3.18%, 2.74% and 1.57%, respectively. The decrease of financing service fees in 2025 compared with 2024 was primarily due to decreased interest rates. Interest income We earn interest income from margin financing and securities borrowing and lending activities we provided to our consolidated account customers for trading purposes. In 2023, 2024 and 2025, the average annualized rate of our margin financing and our securities borrowing and lending activities provided by us to the consolidated account customers on our platform was 8.16%, 5.69% and 5.33%, respectively. The increase of interest income in 2025 compared with 2024 was primarily due to the increase in margin financing and securities lending activities of our consolidated account customers, partially offset by decreased interest rates. Other revenues We earn other revenues primarily from fund management service, initial public offering (“IPO”) distribution service, currency exchange service and other service. Wealth management service is mainly derived from fund management which the Company act as a fund manager mainly in Singapore. Revenues from the IPO distribution service are derived from IPO underwriting fees and new share subscription service fees in relation to IPOs in the USA and Hong 118 Table of Contents Kong capital markets. IPO distribution revenue is generally recognized when the services are completed. Revenue from currency exchange service is charged to our clients for providing currency exchange service, which was recorded upon the time when the services are rendered to customers. We also earn revenue from promotional and advertisement services, and financial advisory service rendered to customers, which are recorded over the period of service provided. Interest expense We pay interest expense by borrowing from other licensed financial institutions and other parties to fund our margin financing business, securities borrowing and lending activities. Operating Cost and Expenses The following table sets forth our operating cost and expenses, both in absolute amount and as a percentage of total revenues, for the years indicated: For the years ended December 31, 2023 2024 2025 US$ % US$ % US$ % (in thousands except for percentages) Execution and clearing 9,084 3.3 14,652 3.7 20,538 3.4 Employee compensation and benefits (including share-based compensation) 100,751 37.0 122,366 31.3 167,170 27.3 Occupancy, depreciation and amortization 9,387 3.4 8,554 2.2 10,491 1.7 Communication and market data 30,831 11.3 38,893 9.9 46,457 7.6 Marketing and branding 20,860 7.7 28,530 7.3 49,463 8.1 General and administrative 21,791 8.0 39,279 10.0 36,209 5.9 Total operating cost and expenses 192,704 70.7 252,274 64.4 330,328 54.0 Execution and clearing Execution and clearing expenses primarily include the fees we pay to clearing agents to execute and clear trades. We only incur execution and clearing expenses for consolidated accounts as we pay a certain portion of the commission we collect from our customers to clearing agents as execution and clearing expenses. We do not incur execution and clearing expenses for fully disclosed accounts as the revenue is recognized on a net basis. Employee compensation and benefits Employee compensation and benefits expenses include salaries, wages, bonuses, share-based compensation and other benefits for all employees. Our employee compensation and benefits expenses also include salaries, wages, bonuses and other benefits we pay to employees who are in our research and development department, which represent substantially all of our research and development expenses. Research and development expenses primarily consist of salaries and employee benefits, rental, and depreciation expense related to the development of our proprietary trading platform, back-end technology and customer relationship management system. Occupancy, depreciation and amortization Occupancy expenses consist primarily of rental payments on office and data center leases and related occupancy costs, such as utilities. Depreciation and amortization expenses result from the depreciation of fixed assets, such as electronic equipment and office equipment, as well as leasehold improvements, and the amortization of intangible assets. Communication and market data Communication and market data expenses are primarily related to the fees we pay to stock exchanges and third parties, including the Nasdaq, New York Stock Exchange, Hong Kong Stock Exchange and Shanghai Stock Exchange, to 119 Table of Contents subscribe for market data and news. These expenses also include bandwidth fees, expenses to acquire or maintain servers and data centers as well as other expenses relating to the telecommunication infrastructure. Marketing and branding Marketing and branding expenses consist primarily of advertising and promotion expenses, payments to business partners pursuant to the revenue-sharing arrangements, customer referral fees and other expenses associated with our marketing and branding activities. General and administrative General and administrative expenses primarily consist of intermediary service expenses, traveling expenses, business entertainment expenses and miscellaneous expenses relating to our facilities and other administrative expenses. Intermediary service fees primarily consist of fees we pay our professional service providers including our lawyers, accountants and consultants. Income before income taxes The following table sets forth our income before income taxes, both in absolute amount and as a percentage of our total revenues, for the years indicated. For the years ended December 31, 2023 2024 2025 US$ % US$ % US$ % (in thousands except for percentages) Total revenues 272,508 100.0 391,542 100.0 612,065 100.0 Interest expense (46,958 ) (17.2 ) (60,804 ) (15.5 ) (73,356 ) (12.0 ) Total net revenues 225,550 82.8 330,738 84.5 538,709 88.0 Total operating cost and expenses (192,704 ) (70.7 ) (252,274 ) (64.4 ) (330,328 ) (54.0 ) Other income 13,148 4.8 3,300 0.8 (939 ) (0.1 ) Income before income taxes 45,994 16.9 81,764 20.9 207,442 33.9 Cybersecurity For the years ended December 31, 2023, 2024 and 2025, US$0.6 million, US$0.6 million and US$3.0 million of cybersecurity mitigation costs have been expensed (excluding labor costs), respectively. As discussed in Item 16K. Cybersecurity, On July 10, 2025, we experienced a ransomware attack, resulting in restrictions of access to certain office environment shared folders. For the year ended December 31, 2025, we incurred approximately $1.86 million of costs related to remediation, restoration, communications, investigation and analysis, legal services, and other related expenses on such incident. There were no costs due to cybersecurity incidents in 2023 and 2024, nor was there any impact of cybersecurity incidents on our reportable segments. Taxation Cayman Islands We are not subject to income or capital gains tax under the current laws of the Cayman Islands. There are no other taxes likely to be material to us levied by the government of the Cayman Islands. British Virgin Islands Our subsidiaries incorporated in the BVI are not subject to income or capital gains tax under the current laws of the BVI. There are no other taxes likely to be material to us levied by the government of the BVI. 120 Table of Contents New Zealand Our subsidiaries incorporated in New Zealand are subject to an income tax rate of 28% for taxable income earned in New Zealand. Dividends between members of the same wholly owned group are exempt income and therefore are not subject to withholding tax rules. Hong Kong Our subsidiaries incorporated in Hong Kong were subject to Hong Kong profits tax at a rate of 16.5% for taxable income earned in Hong Kong before April 1, 2018. Starting from the financial year commencing on April 1, 2018, the two-tiered profits tax regime took effect, under which the tax rate is 8.25% for assessable profits on the first HK$2 million and 16.5% for any assessable profits in excess of HK$2 million. Hong Kong does not impose a withholding tax on dividends. Singapore Our subsidiaries incorporated in Singapore are subject to an income tax rate of 17% for taxable income earned in Singapore. In particular, Tiger Brokers (Singapore) Pte Ltd has been awarded the Financial Sector Incentive Standard-Tier (FSI-ST) scheme with effect from 1 January 2025 to 31 December 2029. Income and expenses derived from qualifying financial activities is subject to tax at 13.5% concessionary tax rate. Singapore does not impose a withholding tax on dividends for resident companies. Australia Our subsidiaries located in Australia are subject to an income tax rate of 30% for taxable income earned in Australia. United States Our subsidiaries incorporated in the United States are subject to a federal income tax rate of 21% for taxable income earned in the USA. Taxable income apportioned to New York, New York City, and New Jersey is also subject to tax at statutory tax rates of 6.5%, 8.85%, and 11.5%, respectively. China Our PRC subsidiaries and the VIEs, which are considered PRC resident enterprises under PRC tax law, are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards. Under the EIT Law, the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is 25%. In addition, the EIT Law and its implementing rules permit qualified “State-encouraged High-new Technologies Company,” or the HNTE, to enjoy a reduced 15% EIT rate. The HNTE certificate is effective for a period of three years. Certain PRC subsidiaries, VIEs and VIEs’ subsidiaries, including Beijing U-Tiger Business, Beijing Yixin, Beijing U-Tiger Network, Hangzhou U-Tiger, Guangzhou U-Tiger and Beijing Xiangshang are qualified HNTEs and enjoy a reduced income tax rate of 15% for the years ended December 31, 2023, 2024 and 2025. An entity could re-apply for the HNTE certificate when the prior certificate expires. Historically, all companies successfully re-applied for the certificates when the prior certificate expired. Our other subsidiaries are subject to income tax rate of 25%, according to EIT Law. In addition, most of our PRC subsidiaries, the VIEs and VIEs’ subsidiaries are subject to value-added taxes, or VAT, on the services they provide at the rate of 6%, plus related surcharges, less any deductible VAT they have already paid or borne. The related enterprise income tax law also imposes a withholding income tax on dividends distributed by a foreign investment enterprise (“FIE”) to its immediate holding company outside of the PRC. According to the arrangement between Chinese mainland and HKSAR, dividends paid by an FIE in Chinese mainland to its immediate holding company in HKSAR will be subject to withholding tax at a rate of no more than 5%. Dividends paid by US subsidiaries to their non-US parent company are subject to US withholding tax at a rate of 30%. Cash dividends paid by a New 121 Table of Contents Zealand incorporated company are subject to a 5% withholding tax under the New Zealand-Singapore Double Tax Agreement. See “Item 3. Key Information – Certain Risks Related to Our Chinese Operations and Operating Structure – We may not be able to obtain certain tax benefits for dividends paid by our PRC subsidiaries to us through our Hong Kong subsidiaries.” If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the EIT Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See Item 3.D “Risk Factors – Risks Related to Doing Business in China – We may be deemed to be a PRC resident enterprise under the Enterprise Income Tax Law, or the EIT Law, and be subject to the PRC taxation on our worldwide income, which may significantly increase our income tax expenses and materially decrease our profitability.” Non-GAAP Financial Measure In evaluating our business, we consider and use adjusted net income as a supplemental measure to review and assess our operating performance. The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define adjusted net income as net income excluding share-based compensation, and impairment loss from equity investments. Such adjustments have no impact on income tax. We present this non-GAAP financial measure because it is used by our management to evaluate our operating performance and formulate business plans. Adjusted net income enables our management to assess our operating results without considering the impact of share-based compensation, and impairment loss from equity investments. We also believe that the use of this non-GAAP financial measure facilitate investors’ assessment of our operating performance. This non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. This non-GAAP financial measure has limitations as an analytical tool. One of the key limitations of using adjusted net income is that they do not reflect all items of income and expense that affect our operations. Share-based compensation, and impairment loss from equity investment have been and may continue to be incurred in our business and are not reflected in the presentation of adjusted net income. Further, this non-GAAP financial measure may differ from the non-GAAP financial information used by other companies, including peer companies, and therefore their comparability may be limited. Other companies may calculate similarly titled measure differently, limiting the usefulness of such measure when analyzing our data comparatively. This non-GAAP financial measure should not be considered in isolation or construed as alternatives to total operating expenses, net income or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review this historical non-GAAP financial measure in light of the most directly comparable GAAP measure, as shown below. This non-GAAP financial measure presented here may not be comparable to similarly titled measure presented by other companies. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure. Results of Operations The following table sets forth a summary of our consolidated results of operations for the period indicated, both in absolute amounts and as percentages of our total revenues. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period. The table below also sets forth a reconciliation of adjusted net income, a non-GAAP financial measure, from GAAP net income. 122 Table of Contents For the years ended December 31, 2023 2024 2025 US$ % US$ % US$ % (in thousands except for percentages) Consolidated results of operations Revenues: Commissions 92,594 34.0 159,045 40.6 266,835 43.6 Financing service fees 12,179 4.4 11,312 2.9 10,723 1.7 Interest income 149,291 54.8 191,755 49.0 256,997 42.0 Other revenues 18,444 6.8 29,430 7.5 77,510 12.7 Total revenues 272,508 100.0 391,542 100.0 612,065 100.0 Interest expense (46,958 ) (17.2 ) (60,804 ) (15.5 ) (73,356 ) (12.0 ) Total net revenues 225,550 82.8 330,738 84.5 538,709 88.0 Operating cost and expenses: Execution and clearing (9,084 ) (3.3 ) (14,652 ) (3.7 ) (20,538 ) (3.4 ) Employee compensation and benefits (including share-based compensation) (100,751 ) (37.0 ) (122,366 ) (31.3 ) (167,170 ) (27.3 ) Occupancy, depreciation and amortization (9,387 ) (3.4 ) (8,554 ) (2.2 ) (10,491 ) (1.7 ) Communication and market data (30,831 ) (11.3 ) (38,893 ) (9.9 ) (46,457 ) (7.6 ) Marketing and branding (20,860 ) (7.7 ) (28,530 ) (7.3 ) (49,463 ) (8.1 ) General and administrative (21,791 ) (8.0 ) (39,279 ) (10.0 ) (36,209 ) (5.9 ) Total operating cost and expenses (192,704 ) (70.7 ) (252,274 ) (64.4 ) (330,328 ) (54.0 ) Other income: 13,148 4.8 3,300 0.8 (939 ) (0.1 ) Income before income taxes 45,994 16.9 81,764 20.9 207,442 33.9 Income tax expense (12,987 ) (4.8 ) (20,410 ) (5.2 ) (35,961 ) (5.9 ) Net income 33,007 12.1 61,354 15.7 171,481 28.0 Add non-GAAP adjustments Share-based compensation 10,147 3.7 9,737 2.5 15,609 2.6 Adjusted Non-GAAP Net income 43,154 15.8 71,091 18.2 187,091 30.6 For discussion of 2023 and 2024 results, refer to the disclosures set forth under the heading “Item 5. Operating and Financial Review and Prospects – A. Operating Results” in our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 23, 2025 and available on the internet site maintained by the SEC at www.sec.gov. Year ended December 31, 2025 compared with year ended December 31, 2024 Revenues Total revenues increased by 56.3% from US$391.5 million in 2024 to US$612.1 million in 2025. This increase was primarily driven by significant increases in commissions and interest income. Commissions. Commissions were US$266.8 million in 2025, a 67.8% increase from US$159.0 million in 2024, driven by an increase in our user base and trading volume. Our trading volume increased from US$552.3 billion in 2024 to US$1,027.5 billion in 2025. Financing service fees. Financing service fees were US$10.7 million in 2025, a decrease of 5.2% from US$11.3 million in 2024, primarily due to decreased interest rates. Financing service fees from margin financing activities decreased by 7.3% from US$10.6 million in 2024 to US$9.8 million in 2025. Financing service fees from securities lending activities increased by 24.0% from US$0.7 million in 2024 to US$0.9 million in 2025. Interest income. Interest income was US$257.0 million in 2025, up 34.0% from US$191.8 million in 2024. This was primarily due to the increase in margin financing and securities lending activities of our consolidated account customers, partially offset by decreased interest rates. Interest income from securities lending activities increased by 123 Table of Contents 30.8% from US$75.7 million in 2024 to US$99.0 million in 2025, interest income from margin financing activities increased by 39.0% from US$72.2 million in 2024 to US$100.3 million in 2025, which were mainly attributable to the increase in daily average securities lending and margin financing activities balance, respectively. Other revenues. Other revenues were US$77.5 million in 2025, an increase of 163.4% from US$29.4 million in 2024. The increase was primarily due to the increase in our wealth management service revenue, which is mainly derived from fund management which the Company act as a fund manager mainly in Singapore, and increase in IPO distribution income supported by a rebound in Hong Kong IPO activity during the year. Interest expense. Interest expense was US$73.4 million in 2025, an increase of 20.6% from US$60.8 million in 2024 due to the increase in margin financing and securities lending activities, partially offset by decreased interest rates. Operating cost and expenses Total operating cost and expenses increased by 30.9% from US$252.3 million in 2024 to US$330.3 million in 2025, due to the expansion of business scale, various cost and operating expenses had increased. Operating cost and expenses consisted of the following: Execution and clearing. Execution and clearing expenses were US$20.5 million in 2025, an increase of 40.2% from US$14.7 million in 2024. This increase was primarily due to an increase in our trading volume. Our trading volume increased from US$552.3 billion in 2024 to US$1,027.5 billion in 2025. Employee compensation and benefits. Employee compensation and benefits expenses were US$167.2 million in 2025, an increase of 36.6% from US$122.4 million in 2024, primarily due to an increase of global headcount to support our global expansion. We had 1,193 and 1,346 employees as of December 31, 2024 and 2025 respectively. Occupancy, depreciation and amortization. Occupancy, depreciation and amortization expenses were US$10.5 million in 2025, an increase of 22.6% from US$8.6 million in 2024. The increase was primarily driven by higher lease-related costs and depreciation of leasehold improvements associated with the expansion of office space, which was undertaken to support our global expansion. Communication and market data. Communication and market data expenses were US$46.5 million in 2025, an increase of 19.4% from US$38.9 million in 2024. This increase was due to increased IT-related fees. Marketing and branding. Marketing and branding expenses were US$49.5 million in 2025, an increase of 73.4% from US$28.5 million in 2024, primarily due to higher marketing spending this year. General and administrative. General and administrative expenses were US$36.2 million in 2025, a decrease of 7.8% from US$39.3 million in 2024 due to a decrease in bad debt expense. Income before income taxes We had a profit before income taxes of US$207.4 million in 2025, compared with US$81.8 million in 2024. The increase was primarily due to the increase of total revenues in 2025. Income tax expense We had income tax expense of US$36.0 million in 2025, compared with income tax expense of US$20.4 million in 2024, primarily due to the 153.7% year-over-year increase in our income before income tax expense. Net income As a result of the foregoing, our net income was US$171.5 million in 2025, as compared to a net income of US$61.4 million in 2024. 124 Table of Contents Adjusted net income, which excluded share-based compensation was US$187.1 million in 2025, as compared to US$71.1 million in 2024. See “Non-GAAP Financial Measure” for more information. See Item 5.A “Operating Results - Non-GAAP Reconciliations.” Foreign Currency Fluctuations Substantially all of our revenues are denominated in U.S. dollars and Hong Kong dollars and our expenses are denominated in Renminbi and U.S. dollars. We have not used any derivative financial instruments to hedge exposure to such risk. Although our exposure to foreign exchange risks should be limited in general, our results of operations and financial condition will be affected by the exchange rate between U.S. dollar and Hong Kong dollar as well as between U.S. dollar and Renminbi because a substantial portion of our operating costs and expenses is effectively denominated in Renminbi, while our ADSs will be traded in U.S. dollars. We may seek to reduce the currency risk by entering into foreign currency instruments. We did not have any currency hedging instruments as of December 31, 2023, 2024 and 2025, however management monitors movements in exchange rates closely. Also see Item 3.D “Risk Factors” and Item 11 “Quantitative and Qualitative Disclosures About Market Risk.” B. Liquidity and Capital Resources 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. 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 SFA 2001 of Singapore 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 FAA 2001 of Singapore 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. To date, we have financed our operating and investing activities through net proceeds from our securities offerings, cash generated from operating activities and historical equity financing activities. As of December 31, 2024 and 2025, our cash and cash equivalents were US$393.6 million and US$791.0 million, respectively. Our cash and cash equivalents primarily consist of cash on hand, demand deposits with financial institutions, term deposits with an original maturity of three months or less and highly liquid investments, which are unrestricted for withdrawal or use, and which have original maturities of three months or less. We believe our current cash and cash equivalents and our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements and material cash requirements for over the next 12 months. In the long term, beyond the next 12 months, we may decide to enhance our liquidity position or increase our cash reserve for future investments through additional capital and finance funding. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, or at all. We have entered into various off-balance sheet arrangements in the ordinary course of business, primarily to meet the needs of our clients. These arrangements include the margin financing and borrowing agreements. Clients with margin loans have agreed to allow the Company to pledge collateralized securities in their brokerage accounts, which is generally equal to or in excess of the margin loan. Securities borrowing transactions require the Company to deposit 125 Table of Contents cash with the lender. The cash collateral received from customers for securities borrowings are generally in excess of the market value of the securities borrowed from other brokers. Increases in security prices may cause the fair value of the securities loaned to exceed the amount of cash received as collateral. In the event the customer to these transactions does not return the loaned securities or provide additional cash collateral, we may be exposed to the risk of acquiring the securities at prevailing market prices in order to satisfy our client obligations. The Company monitors required margin and collateral level on a daily basis in compliance with regulatory and internal guidelines and controls its risk exposure through financial, credit, legal reporting system. Under applicable agreements, customers are required to deposit additional collateral or reduce holding positions, when necessary to avoid forced liquidation of their positions. See Note 17 to our financial statements for more information regarding the collateralized transactions. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. From time to time, we may make additional capital contributions to our PRC subsidiaries, establish new PRC subsidiaries or controlled affiliates and make capital contributions or other payments to these new PRC subsidiaries or controlled affiliates, make loans to our PRC subsidiaries or controlled affiliates, or acquire offshore entities with business activities in China in offshore transactions. However, most of these uses are subject to PRC regulations and approvals. Cash flows The following table sets forth a summary of our cash flows for the periods presented: For the years ended December 31, 2023 2024 2025 US$ (in thousands) Summary Consolidated Statement of Cash Flows Data: Net cash (used in) provided by operating activities (6,566 ) 827,978 1,316,685 Net cash used in investing activities (7,751 ) (8,657 ) (5,749 ) Net cash provided by (used in) financing activities 1,820 103,827 (2,930 ) Increase (decrease) in cash and cash equivalents and restricted cash (12,497 ) 923,148 1,308,006 Effect of exchange rate changes (3,478 ) (4,642 ) 26,640 Cash, cash equivalents and restricted cash at beginning of the year 1,955,729 1,939,754 2,858,260 Cash, cash equivalents and restricted cash at end of the year 1,939,754 2,858,260 4,192,906 Operating Activities Net cash provided by operating activities in 2025 was US$1316.7 million, as compared to net income of US$171.5 million in 2025. The difference was primarily attributable to (i) an increase of US$1,521.3 million in amounts payables to customers resulting from resulting from an increase in our user base, and (ii) a decrease of US$272.8 million in receivables from brokers, dealers and clearing organizations resulting from the increased borrowed margin activities form brokers. This was positively impacted by (i) an increase of US$730.7 million in receivables from customers resulting from an increase in our user base, and (ii) an increase of US$18.3 million in Prepaid expenses and other current assets resulting from an increase in receivables from our wealth management income. Net cash provided by operating activities in 2024 was US$828.0 million, as compared to net income of US$61.4 million in 2024. The difference was primarily attributable to (i) an increase of US$1,800.0 million in payables to brokers, dealers and clearing organizations resulting from the increased borrowed margin activities form brokers, (ii) an increase of US$661.3 million in payables to customers resulting from an increase in our user base, and (iii) a decrease of US$363.0 million in financial instruments held at fair value in our trading accounts. This was positively impacted by (i) an increase of US$1,763.9 million in receivables from brokers, dealers and clearing organizations resulting from an increase in our user base and (ii) an increase of US$313.9 million in receivables from customers resulting from an increase in our user base. 126 Table of Contents Net cash used in operating activities in 2023 was US$6.6 million, as compared to net income of US$33.0 million in 2023. The difference was primarily attributable to (i) an increase of US$249.2 million in financial instruments held at fair value in our trading accounts, (ii) an increase of US$109.0 million in receivables from customers due to the increase in margin financing activities, and (iii) a decrease of US$83.1 million in payables to customers resulting from the weaker global capital markets. This was positively impacted by (i) a decrease of US$415.1 million in receivables from brokers, dealers and clearing organizations resulting from the weaker global capital markets and (ii) the US$10.1 million recognized share-based compensation expenses resulting from the options granted to the management and employees. Investing Activities Net cash used in investing activities in 2025 was US$5.7 million, consisting primarily of the purchase of property, equipment and intangible assets of US$5.5 million. Net cash used in investing activities in 2024 was US$8.7 million, consisting primarily of the purchase of equity method investment, term deposits and property, equipment and intangible assets of US$11.6 million, partially offset by maturity of term deposits of US$2.8 million. Net cash used in investing activities in 2023 was US$7.8 million, consisting primarily of (i) the purchase of term deposits and property, equipment and intangible assets of US$7.0 million, (ii) US$0.5 million in payment for long-term investments. Financing Activities Net cash used in financing activities in 2025 was US$2.9 million, consisting primarily of US$3.0 million used in repurchase of preferred shares from redeemable non-controlling interests. Net cash provided by financing activities in 2024 was US$103.8 million, consisting primarily of net proceeds of US$103.7 million from follow-on public offering. Net cash provided by financing activities in 2023 was US$1.8 million, consisting primarily of proceeds of US$1.7 million received from redeemable non-controlling interests. Capital Expenditures Our capital expenditures were primarily incurred for purchases of servers, equipment and software. Historically, the amount of our capital expenditures has been small. Our capital expenditures were US$2.8 million, US$1.6 million and US$5.5 million in 2023, 2024 and 2025, respectively. We intend to fund our future capital expenditures with our existing cash balance. We will continue to incur capital expenditures as needed to meet the expected growth of our business. Holding Company 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. As a result, UP Fintech’s ability to pay dividends may depend upon dividends paid by our PRC and New Zealand subsidiaries. If our existing PRC or New Zealand subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries and VIEs in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, any of our wholly foreign-owned subsidiaries in China may allocate a portion of its after-tax profits based on PRC accounting 127 Table of Contents standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and the VIEs may allocate a portion of their after-tax profits based on PRC accounting standards to discretionary surplus funds at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Furthermore, the PRC tax authorities may require our subsidiaries to adjust its taxable income under the contractual arrangements it currently has in place with the VIEs in a manner that would materially and adversely affect their ability to pay dividends and other distributions to us. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. Dividend distributions from our U.S. subsidiaries will be subject to U.S. withholding tax. However, our U.S. subsidiaries have not paid dividends in the past and we have no plans for our U.S. subsidiaries to pay dividends in the foreseeable future. Under New Zealand law, our New Zealand subsidiaries may authorize a distribution, including a dividend, at a time, and of any amount, and to any shareholder they think fit, provided that the solvency test and any relevant conditions contained in the New Zealand subsidiaries’ constitution are satisfied. Each of our New Zealand subsidiaries satisfies the solvency test if it is able to pay its debts as they become due in the normal course of business and the value of its assets is greater than the value of its liabilities, including contingent liabilities. The subsidiary’s directors who vote in favor of a dividend must sign a certificate stating that, in their opinion, it will, immediately after the distribution, satisfy the solvency test and the grounds for that opinion. The board must not authorize a dividend in respect of some but not all the shares in a class, or that is of a greater value per share in respect of some shares of a class than it is in respect of other shares of that class, unless the amount of the dividend in respect of a share of that class is in proportion to the amount paid to the company in satisfaction of the liability of the shareholder under the subsidiary’s constitution or under the terms of issue of the share or is required, for a portfolio tax rate entity, as a result of sub-part HM of the Income Tax Act 2007. C. Research and development, patents and licenses, etc. Our research and development expenses primarily consist of salaries and employee benefits, rental, and depreciation expenses related to the development of our proprietary trading platform, back-end technology and customer relationship management system. For the years ended December 31, 2023, 2024 and 2025, US$63.5 million, US$80.1 million and US$100.0 million of research and development costs have been expensed as incurred as the costs qualifying for capitalization have been insignificant. D. Trend Information Please refer to our disclosures set forth under Item 3.D “Risk Factors,” Item 4 “Information on the Company,” and elsewhere in this Item 5 “Operating and Financial Review and Prospects” for information regarding the material risks, business developments and strategies, factors, and trends that are most likely to affect our business and results of operations through 2025. E. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates are described below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in “Item 3. Key Information—D. Risk Factors.” See Note 2 to our consolidated financial statements for the year ended December 31, 2025 for more information on our significant accounting policies. Provision of income tax and valuation allowance for deferred tax asset 128 Table of Contents Significant judgment is required in determining income tax expense based on tax laws in the various jurisdictions in which we operate. In calculating our effective income tax rate, estimates are required regarding the timing and amount of taxable and deductible items which will adjust the pre-tax income earned in various tax jurisdictions. Through our interpretation of local tax regulations, adjustments to pretax income for income earned in various tax jurisdictions are reflected within various tax filings. Although we believe that our estimates and judgments discussed herein are reasonable, actual results may be materially different than the estimated amounts. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not a portion of or all of the deferred tax assets will not be realized. The realizability of deferred tax assets requires significant judgment associated with evaluation of past and projected financial performance which incorporates projections of future taxable income. If it is determined that we are able to realize deferred tax assets in excess of the net carrying value or to the extent we are unable to realize a deferred tax asset, we would adjust the valuation allowance in the period in which such a determination is made, with a corresponding increase or decrease to earnings. 129 Table of Contents