A. History and Development of the Company Company History Bullish was incorporated on June 22, 2021 under the laws of the Cayman Islands (including the Companies Act (As Revised)) as an exempted company. Bullish became the parent company of the group after an internal reorganization in April 2023, prior to which the parent company of the group was Bullish Global. In November 2023, we acquired the CoinDesk businesses and in October 2024, we acquired the CCData business. As of the date of this Annual Report, Bullish is the parent company of a number of operating subsidiaries, including (i) Bullish US Operations LLC, Bullish Europe GmbH, Bullish HK Markets Limited, Bullish HK Custody Limited, Bullish HK Operations Ltd, Bullish (GI) Markets Ltd and Bullish (GI) Limited, which are the primary operators of our Bullish Exchange business, (ii) CoinDesk, Inc., which operates our CoinDesk Insights business; (iii) CoinDesk Indices, Inc. and CC Data Limited, which together operate our CoinDesk Indices and CoinDesk Data businesses, (iv) Bullish Capital Management, which houses our venture capital investments; and (v) BTH, which is engaged in trading and liquidity services. In August 2025, we completed our initial public offering of Ordinary Shares, and our Ordinary Shares commenced trading on the NYSE under the symbol “BLSH.”. Bullish is registered with the Registrar of Companies of the Cayman Islands under number 377453. Our registered office is located at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-104, Cayman Islands and our principal executive office is located at Office 101, 103, 105 Suite 70202, Unit 7A-2B, 2nd Floor, Building A, Block 7, 60 Nexus Way, Camana Bay, George Town, Grand Cayman, Cayman Islands, KY1-9005. Our agent for U.S. federal securities law purposes is Bullish US LLC, located at Suite 302, 4001 Kennett Pike, County of New Castle, Wilmington, Delaware 19807. Principal Capital Expenditures For details of our principal capital expenditures for the previous three years ended December 31, 2025 and for those currently in progress, see “Item 5 — Operating and Financial Review and Prospects.” Where You Can Find Other Information Our websites are www.bullish.com and www.coindesk.com. The information contained on our websites is not incorporated by reference in this Annual Report and you should not consider information contained on our websites to be a part of this Annual Report. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The SEC’s website is www.sec.gov. B. Business Overview Our Business Bullish is an institutionally focused global digital asset platform that provides market infrastructure and information services. Our objective is to provide mission critical products and services that are designed to help institutions grow their businesses, empower individual investors, and drive the adoption of blockchain technology, digital assets, and tokenized real-world assets (RWAs), including stablecoins. Our business is built upon two core pillars: Market Infrastructure, which facilitates institutional trading of digital assets, including spot and derivative pairs, and Information Services, which delivers high-value information services through trusted digital asset indices, comprehensive data, expert media insights, and industry-leading events. 43 Operating under the brands “Bullish” and “CoinDesk”, we provide several distinct but complementary services that span the digital assets industry: Market Infrastructure (branded as Bullish): ● Bullish Exchange: Bullish Exchange operates a regulated and institutionally focused digital assets spot and derivatives exchange, integrating a high-performance global central limit order book matching engine with automated market making to provide deep and predictable liquidity. We also offer our customers portfolio margin capabilities and additional services for liquidity and risk management. The Exchange generates revenue by facilitating trading activity, capturing value through a combination of volumes, spreads, and transaction fees. We believe we differentiate ourselves through our one global order book, reliable liquidity, diverse product selection, institutional grade infrastructure, capital efficiency enabled by our unified and cross-collateralized margin account structure, access to multiple forms of on-platform credit, competitive fee structures, suite of regulatory licenses, unconflicted business model, and robust third-party software integrations. Our go-to-market strategy for the Bullish Exchange focuses on acquiring customers through a combination of carefully targeted sales efforts, product diversification, cross-selling, trading- and volume-based incentives, trading competitions, and strategic participation in industry conferences. We continue to expand our product selection, including through the launch of our crypto options and U.S. spot trading businesses in the third and fourth quarters of 2025, respectively. Security and compliance are paramount to our operations. Our operations span multiple countries, and we are regulated in the United States, the European Union through Germany, Hong Kong, and Gibraltar. We employ advanced custody solutions to safeguard digital assets and stringent compliance protocols to meet regulatory requirements. The Bullish Exchange aims to enable sophisticated institutions, such as fund managers, market makers, proprietary traders, and retail brokerages and platforms, to comprehensively manage their digital asset exposures. ● Liquidity Services: Our liquidity services solution represented one of our fastest-growing product offerings in 2025, characterized by significant growth in both service-based revenue and broader ecosystem income. The core of this offering is the subscription-based provision of liquidity to our partners’ digital assets through our proprietary AMMI technology. Beyond these services, we actively generate income through ecosystem support and investment solutions, including liquidity provision for partner assets across decentralized finance protocols and decentralized networks. This dual approach allows us to serve a diverse customer base, including blockchain foundations, stablecoin and RWA issuers, and protocol developers. We provide these customers with a comprehensive value proposition consisting of: ○ Listing and Integration: Exchange listing services, technical integration and marketing coupled with broad distribution across our global customer base. ○ Liquidity Provision: Reliable market depth and tight bid-ask spreads for partner assets, supported by our active participation in on-chain networks. ○ Visibility and Growth: Access to millions of potential users through CoinDesk’s ecosystem, including research, Consensus event marketing, and high-profile speaker roles. ● We believe our competitive advantage is derived from our integrated business model. By combining our AMMI technology, global regulatory licenses, and market access with the broad reach of CoinDesk’s services, we provide a unique suite of growth solutions. Our ability to grow is further bolstered by our ability to deploy assets strategically in the broader ecosystem, creating a flywheel of growth as we identify new applications for our technology and benefit from the accelerating trend of global tokenization. Information Services (branded as CoinDesk): Information Services encompasses our indices, data, and insights businesses. ● Indices: CoinDesk Indices provides a collection of regulated, trusted, transparent, and tradable proprietary multi-token indices and single-asset benchmarks that track the performance of digital assets to leading traditional finance institutions, including exchanges and asset managers. We generate revenue through a two-part model that captures value from both asset scale and distribution. Specifically, we earn recurring fees based on the Assets Under Management (AUM) of products tracking our indices, calculated as a percentage of the total asset base, supplemented by fixed revenue derived from the licensing of our proprietary indices-related revenue. Notable products include the CoinDesk 20 Index, which measures the performance of 20 selected digital assets representative of the overall market (with eligibility driven through a multi-step process and weighted predominantly on market capitalization for liquid, non-stablecoin digital assets), the CoinDesk Bitcoin Price Index (XBX), a U.S. dollar-denominated reference rate for Bitcoin’s spot price with a long track record in the industry that serves as the benchmark for investment vehicles, and the Aggregated Index (CCIX), an FCA-authorized benchmark acquired through the CCData acquisition. We believe that CoinDesk Indices differentiates itself through our industry best practices for providing reliable digital asset pricing data and trusted index solutions, significant market presence amplified by CoinDesk Insights’ voice and Bullish Exchange’s derivatives trading capabilities, U.K. FCA benchmark administrator license, and end-to-end ownership of our indices data. In the fourth quarter of 2025, we received mandates for 15 new digital asset ETFs brought to market; we recently received mandates from issuers such as ARK and ProShares and partnered with Intercontinental Exchange (ICE) to launch trading of seven CoinDesk Indices futures contracts on their platform. ● Data: CoinDesk Data offers a comprehensive suite of digital assets market data and analytics, providing real-time insights into prices, trends, and market dynamics. We monetize this offering through a recurring subscription model, where revenue is driven by the active subscribers multiplied by the subscription price for our data services. CoinDesk delivers accurate and timely information to help traditional finance and digital assets institutions, investors, analysts, active traders, data aggregators, and regulators navigate the digital assets landscape. CoinDesk Data offers over 10 years of data and coverage of more than 270 thousand trading pairs. Our L1 and L2 order book data is captured at full depth for all major exchanges, and our on-chain data covers BTC, ETH, and others. CoinDesk Data also strengthens CoinDesk Indices with advanced index solutions and fosters the development of innovative, synergistic products, broadening market reach and improving technological infrastructure. CoinDesk Data can leverage the CoinDesk Insights platform and events business for extensive global reach to educate the market on our research and indices. ● Insights: CoinDesk Insights encompasses both our Media platform and Events portfolio, delivering a comprehensive suite of market news, expert analysis, and industry-leading gatherings that provide end-to-end coverage of the crypto universe. Within this pillar, our Media platform, comprising Coindesk.com, newsletters, research reports, podcasts, and video, delivers content to millions of institutional investors, retail traders, and crypto novices. Media revenue is primarily derived from the volume of advertisements placed across our platforms, calculated as the number of ads multiplied by the cost per ad, alongside revenue from our research subscriptions. Complementing our digital presence is our Events portfolio, anchored by the Consensus conference series, which provides high-impact, in-person engagement for the global digital asset ecosystem. Revenue for our Events is generated through direct attendee participation, calculated as the number of conference attendees multiplied by the ticket price, complemented by sponsorship and other related revenue streams, such as booths. As a global brand, Consensus brings together a diverse array of participants, including policymakers, technologists, developers, investors, entrepreneurs, and industry leaders, to serve as a key growth-boosting catalyst for our sponsors and guests. Following our second annual Consensus Hong Kong event in February 2026, we expect to host our flagship North America conference in Miami in May 2026. Ultimately, CoinDesk Insights’ trust, brand recognition, and wide distribution serve as key differentiators against competitors, while our officially launched CoinDesk Research suite in Q3 2025 further strengthens our data-driven analysis capabilities. 44 We have organized our global business into interconnected divisions, supported by common unified infrastructure, services and personnel. We believe this structure creates a synergistic flywheel effect that promotes cross-utilization of our products and services, such as tradable products powered by CoinDesk Indices being listed by the Bullish Exchange, supported by a unified and efficient cost base across the enterprise. CoinDesk Data provides the comprehensive market insights and analytics that underpin the indices, while CoinDesk Indices, in turn, leverages this data to develop index solutions, thereby reinforcing each other’s business. Consolidated group-wide functions include finance, human resources, cybersecurity, legal, engineering, and internal technology systems. We are driving broader cross-utilization through further integration and collaboration in our sales strategies, as well as enhancements to our customer relationship technology. Our integrated operating model allows us to leverage our unified internal expertise and corporate resources across all businesses in a cost-effective manner. We compete on the basis of the following characteristics: Comprehensive Product Suite for Digital Assets Trading — The Bullish Exchange offers deep liquidity, diverse spot and derivatives markets, and capital efficiency through a unified, cross-collateralized margin account and a single global order book. Enabling customers to manage their digital asset exposures comprehensively. Our advanced technology, robust infrastructure, and integration with third-party services deliver the performance, security, and seamless trading experience that institutions, retail aggregators, and professional investors demand. Diverse Business Lines With Meaningful Synergy — Our service offerings across the Bullish Exchange, CoinDesk Indices, CoinDesk Data, and CoinDesk Insights are strategically aligned and complementary, providing a diversified business model across multiple revenue streams. This breadth fosters a sticky customer base, adds stability and consistency to our financial performance, and positions us well to expand our ecosystem further. ​ A Trusted Platform Built on Strong Regulatory and Customer Relationships — All of our businesses are built on a foundation of trust and transparency earned through our commitment to operating in a compliant manner with required regulatory authorizations, respecting the editorial independence of our award-winning news platform, and providing publicly-available financial disclosures. We intentionally pursued and attained licenses from the New York Department of Financial Services (NYDFS), German Federal Financial Supervisory Authority (BaFin), and Hong Kong’s Securities and Futures Commission (SFC). We believe our customer relationships are strong because we have structured our business in an unconflicted manner; our institutional exchange does not compete with our retail aggregator customers, our liquidity services solution powers several different stablecoins, and our information services business succeeds by shining the spotlight on the achievements of all participants in the digital assets space. We believe that our business model does not place us in competition with our customers and aligns our interests with theirs. ​ Leading Technology Capabilities — Since launch, we have built a technology-forward business on modern architecture and a continuous improvement ethos. Our platform features a single global central limit order book, automated market making, scalable infrastructure, and robust security which delivers deep liquidity and seamless execution for our customers. We also leverage AI across our product development lifecycle to iterate and ship faster. We believe staying at the forefront of technological innovation is a core strength and critical to our long-term success. ​ Unique Global Distribution Rooted in Institutional Execution — Bullish serves an extensive global base of institutional customers. This breadth of customer reach allows us to stay at the forefront of developments and opportunities in the digital assets industry while also providing an embedded source of future growth. Strong Financial Profile and Capitalization — We maintain what we believe to be a well-capitalized and highly liquid treasury that can be deployed in support of our businesses in a variety of manners including liquidity and credit provision by the Bullish Exchange, supporting the growth and liquidity of select digital assets, sponsoring investment products powered by CoinDesk Indices, venture capital investments, and strategic mergers and acquisitions. ​ Experienced Management Team Fostering Innovative and Driven Culture — Our culture is characterized by our dedication to fulfilling Bullish’s mission through a collaborative and results-driven work environment. Our management team brings considerable operating expertise from leading the most impactful and influential businesses in the ‘traditional finance’ and digital assets spaces. Notably, our CEO, Tom Farley, served as President at Intercontinental Exchange (ICE), Chief Operating Officer at NYSE Group, and more. The management team possesses a fundamental understanding of what it takes for an exchange business to succeed in a rapidly evolving landscape, alongside considerable expertise in information services businesses including Indices, Data and Insights businesses. These experiences are coupled with expertise in successfully acquiring and integrating businesses into an existing ecosystem. Strategic Focus — We focus on areas where we have a sustainable competitive advantage; which enables lean operations, a well-integrated workforce, and the agility to develop and ship products that meet customer needs in an industry that is very dynamic. 45 Growth Strategy Bullish’s growth strategy is focused on leveraging the core strengths of our Market Infrastructure and Information Services capabilities to create a suite of solutions that serve our customers’ key trading and data needs. Since inception we have maintained focus to thoughtfully grow our business by introducing new products, entering new geographies with top-tier licenses, and through seeking and considering strategic merger and acquisition opportunities. Critical aspects of our growth strategy include: Expanding Our Regulatory License Footprint and Group Services Globally: Bullish substantially expanded our global footprint in 2025. In the fourth quarter, Bullish Exchange launched in the United States and completed the uplift of our Markets in Crypto-Assets Regulation (MiCAR) license in the third quarter. CoinDesk Insights expanded our global reach through increasing local language distribution of our media services, and by holding our Consensus conferences in Hong Kong and Toronto, the first time Consensus was held outside the United States. In 2026, we intend to further accelerate our global growth with a full year of sales and onboarding in the United States and European Union and efforts to attain derivatives licenses in certain jurisdictions to aid the growth of our derivatives trading products. We believe our strong regulatory foundation and global order book helps to facilitate nimble entry and growth in various jurisdictions. In the United States, we have obtained a New York BitLicense from the New York Department of Financial Services and Money Transmitter Licenses (MTLs) or No Action letters in a majority of other states. We hold crypto custody, proprietary trading, principal brokerage and Crypto-Asset Service Provider and custody licenses under MiCAR from the German Federal Financial Supervisory Authority (BaFin), Type 1 (dealing in securities) and Type 7 (providing automated trading services) licenses and a license for operating a Virtual Asset Trading Platform from the Securities and Futures Commission in Hong Kong, and a Distributed Ledger Technology license from the Gibraltar Financial Services Commission. In December 2025, we registered with the SEC to operate as a transfer agent in the U.S. We are actively working to expand the Bullish Exchange’s global reach and market access through applications for additional regulatory authorizations. Expanding our licensing footprint will allow us to reach large new potential user bases geographically and by customer type in a regulated and compliant manner. Similarly, CoinDesk Indices is regulated by the United Kingdom Financial Conduct Authority as an authorized benchmark administrator. ​ Continuing New Product Development and Adoption of Existing Products: We seek to innovate in our product development to meet customer needs and improve upon existing technologies in the marketplace. In addition to increasing customer adoption of existing products, we aim to continue launching new products across our business on a regular basis and believe our ability to quickly bring new products to market and anticipate customers’ needs is key to our growth. As an example, we introduced our U.S. spot and offshore crypto options trading businesses during the fourth fiscal quarter of 2025. In our product development, Bullish listens to our customers and sales prospects to construct the most scalable solutions. For instance, we recognized the growth potential of our liquidity services offering soon after it was first requested by a client. We assessed the opportunity and evaluated it holistically, weighing feedback from customers trading on our exchange and customers advertising on CoinDesk. We then built a subscription-based product that bundled liquidity provision, exchange listing, and broader visibility and distribution for our liquidity services customers. This cross-functional product development has helped spur one of the fastest growing services we offer, and has expanded our customer set to include many different stablecoin and digital asset issuers and blockchain networks like Solana. Continuing Collaboration and Integration across Our Businesses: We believe an important growth driver for our business will be continued collaboration and integration across our businesses. A key component of our growth strategy is cross-selling products and services. For example, our Liquidity Services offering ties together institutional liquidity enhancement, placement on Bullish Exchange and industry amplification via our CoinDesk Insights & Consensus events offerings. We have also successfully cross-sold the CoinDesk 20 Index, which is listed by the Bullish Exchange, enabling our institutional customers to trade perpetual futures contracts of the CoinDesk 20 Index (CD20/USDC-PERP); we believe this operating model will continue to promote synergies between our businesses that increase revenues and position us well for future mergers and acquisitions. ​ ​ Expansion of Customer Base: Bullish’s targeted base of customers includes institutions that operate in the digital assets space and those that are considering entry into the digital assets space. We believe that as the adoption of digital assets by traditional finance institutions expands, and our global order book, deep liquidity with tight spreads, trading tools and interfaces, data and analytics infrastructure, institutional focus, and suite of regulatory licenses, position us well. Our institutional-grade infrastructure, featuring a high-performance trading engine, familiar APIs, and seamless user interface, ensures that retail and active traders have the speed, reliability, and security necessary to thrive in dynamic market conditions. We believe Bullish is well-positioned to attract the traditional finance institutions that support these traders and capture market share, establishing ourselves as a preferred platform for traditional finance institutions to use to offer their customers active trading in the digital asset space. Bullish’s liquidity services offering has expanded the breadth of capabilities we can offer to issuers of real-world assets, including stablecoins, and digital asset issuers. Bullish experienced increased demand for our liquidity services from stablecoin issuers following the passage of the GENIUS Act in Summer 2025 and we believe there could be similar potential as the issuance of real-world assets onchain gains further regulatory clarity. ​ 46 Pursuing Mergers and Acquisitions: Mergers and acquisitions have been a core driver of our business expansion and market leadership. We successfully completed the strategic acquisition of CoinDesk in November 2023 and of CCData in October 2024. We expect to continue pursuing future acquisition opportunities that complement our existing businesses. These potential acquisitions will be aimed at enhancing our product offerings, increasing the size and scale of our exchange, expanding our market reach, acquiring human capital, and accelerating our growth trajectory. Competition Bullish operates in a highly competitive and rapidly evolving landscape. Our competitors span various segments of the digital asset ecosystem, including traditional financial institutions, fintech companies, digital assets exchanges, media outlets, data providers and technology firms. We believe our strategy of offering a range of complementary services across different verticals distinguishes us from firms that offer more siloed solutions. In the digital assets exchange market, we compete with several centralized and decentralized exchanges and with traditional finance exchanges that are expanding into the digital asset market. The industry is highly competitive, but we believe our institutional mindset and regulatory-first focus, tight spreads, breadth of trading products (e.g., options, perpetual and dated futures, and spot), unconflicted business model, global order book, and attractive AMMI model are all significant differentiators for our target institutional customer base. Our primary competitors in this space include global players such as Binance, Coinbase, Kraken, and other financial institutions, fintech companies and firms offering digital asset trading services or exploring entry into this market. Decentralized finance (DeFi) platforms like Hyperliquid have also emerged. We also compete with local digital assets exchanges in certain countries. Our global brand, customer base, license infrastructure, global orderbook, and deeper liquidity are differentiating characteristics for prospective customers in such geographies. Our digital assets index business competes against digital asset-focused index providers like CF Benchmarks, Bitwise Asset Management, and MV Index Solutions and against traditional finance providers like Bloomberg, S&P Global, MSCI, and FTSE Russell. In our data business, we compete mainly with institutionally focused digital assets data businesses today, such as Kaiko, Amberdata, and The Tie. We anticipate that traditional finance data businesses such as Bloomberg will expand their presence in this space. In our insights business, we compete with traditional and new media outlets, online publications, print publications, blogs, social media platforms, industry associations and event organizers that offer news, analysis, information, conferences and networking opportunities related to digital assets, blockchain technology and the broader financial technology industry. Our primary competitors in these areas include CoinTelegraph, The Block, Token2049, and other industry-specific digital media platforms and conferences. 47 Customers and Other Market Participants Our diverse offerings cater to a wide range of customers spanning institutional, retail, and various ancillary segments. Institutional Investors The institutional market represents a significant portion of our customer base, driven by the increasing acceptance and integration of digital assets into traditional financial portfolios. Our institutional customers include digital asset-focused investment firms, asset managers, including foundations, family offices, and corporates diversifying their treasury holdings. Within the institutional segment for the Bullish Exchange, our customers can be further categorized based on their specific requirements and engagement with our services, such as fund managers, market makers, proprietary traders, prime brokerages, and retail aggregators. Self-Directed Retail Investors Retail trading has historically been secondary to our institutional focus given the heightened regulatory requirements and restrictions related to offering certain products to retail investors. Bullish is in the process of expanding our global regulatory license footprint (see section entitled “—Government Regulation — Financial Services Regulation ” below). CoinDesk Insights’ audience comprises individuals seeking information, news, analysis, real-time intelligence, and conferences related to the digital assets industry, whether for the purposes of their personal or professional interests and involvement in digital assets. Market Makers Market makers provide liquidity to our markets, facilitating efficient and smooth trading operations. Their participation enhances market depth and stability, which is essential for attracting and retaining institutional and retail investors. Stablecoin Partners Stablecoin partners collaborate with us to ensure liquidity and stability in the digital asset market. These partners provide a reliable medium of exchange that is pegged to traditional fiat currencies, reducing the impact of price volatility inherent in many digital assets. By integrating stablecoins into our platform, we offer our users a stable and secure way to transact and store value, thereby enhancing the overall user experience. In recent months, we have entered into various liquidity services agreements with stablecoin issuers; we believe that stablecoin issuers pursue these subscription agreements because they appreciate our ability to provision liquidity to their stablecoins through use of our AMM Instruction technology and other distribution-related services. Real-World Asset (RWA) Issuers Real-World Asset (RWA) issuers partner with us to bridge the gap between traditional financial markets and onchain financial markets. RWA issuers tokenize tangible and intangible assets such as government securities, private credit, or commodities and collaborate with Bullish to enhance the liquidity, visibility, and secondary market accessibility of their tokenized offerings. Similar to our digital asset and stablecoin partners, RWA issuers can enter into liquidity services agreements leveraging our AMM Instruction technology and distribution-related services to help ensure deep, efficient markets for their assets. By integrating tokenized RWAs onto our platform, we provide our users with a broader range of diversified, asset-backed investment opportunities while fostering the convergence of traditional finance and blockchain technology. Digital Asset Issuers Digital asset issuers partner with us in a similar manner to our RWA (including stablecoin) partners. Digital asset partners can pay a subscription fee to Bullish in exchange for a liquidity services agreement by which Bullish would provision liquidity to their token through the use of our AMM Instruction technology and other distribution-related services. Digital Asset and Traditional Finance Vendors Digital asset and traditional finance partners and exhibitors collaborate with us at Consensus and other events to showcase their products and services to a global audience. By partnering with these vendors, we enhance the diversity and quality of offerings available to our customers, thereby elevating the overall experience. 48 Geography See "Note 4 — Digital Asset Sales" in the notes to the consolidated financial statements included in this Annual Report on Form 20-F for a breakdown of our revenue by geography. Seasonality The timing and number of our Consensus conferences impacts our results. In 2025, we held Consensus Hong Kong in February and Consensus Toronto in May. In 2026, we held Consensus Hong Kong in February and plan to hold Consensus Miami in May 2026. Intellectual Property The protection of our technology and intellectual property is an important aspect of our business. We consider intellectual property in the following to be especially valuable to our business: (1) our proprietary software, including the technologies and source code underlying our market infrastructure and information services; (2) the data, methodologies and expertise involved in or arising from constructing and administering our indices; (3) our editorial content, research, analyses and insights; (4) our brands, including Bullish, CoinDesk, and Consensus, and associated domain names, social media presences and goodwill; and (5) trade secrets and know-how possessed by our employees who have developed our proprietary products and our business operations. We seek to protect this intellectual property and other of our technologies and associated intellectual property rights through measures such as patents, trademarks, trade secrets, confidentiality procedures, contractual commitments, and other legal rights to establish and protect our intellectual property. We generally enter into agreements with our employees and consultants that contain confidentiality provisions to control access to our proprietary information, and invention, intellectual property or work product assignment provisions to clarify ownership of these items. We use open-source software in our systems. We may also, in the future, agree to license our patents to third parties as part of various patent pools and open patent projects. We periodically review our development efforts to assess the existence and patentability of new intellectual property. As and when appropriate opportunities are identified, we aim to file additional patent applications associated with our technology and trademark applications for brands that merit such protection. None of our intellectual property is registered in the name of the Hong Kong Subsidiaries. Government Regulation We are building a highly regulated global business and face an increasingly complex regulatory landscape. We view our regulatory compliance as a differentiator for our business, though we also recognize that regulatory change in the digital assets and financial services industries is ongoing, as new laws and regulations are adopted, existing ones are interpreted in new ways, and our business expands to include new services and jurisdictions. The complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of digital assets require us to exercise our judgment as to whether and to what extent certain laws, rules, and regulations apply to us, and it is possible that regulators may disagree with our conclusions. In addition, many legal and regulatory requirements applicable to us are intended primarily for the protection of customers, financial markets, and the broader economy, rather than for the protection of shareholders and creditors. Summarized below are key areas and types of laws and regulations currently relevant to Bullish’s businesses. These descriptions are not exhaustive, and these laws and regulations (and the interpretations thereof) frequently change and are increasing in number. Financial Services Regulation Some countries have implemented, or are implementing, new laws to regulate digital asset businesses in their jurisdictions, while others are regulating digital asset-related services within their existing financial services regulatory regimes. Irrespective of approach, the trend is for these regulatory regimes to require exchanges, custodians, and other digital assets service providers to obtain licenses or otherwise be authorized by applicable regulatory agencies and to comply with a wide range of complex requirements. 49 Bullish is licensed, regulated, or taking steps to become licensed or regulated in several jurisdictions. We believe that a proactive, regulatory-first approach to operating our business is a differentiator, particularly with the institutional customer base in the jurisdictions we serve. United States: In the United States, the Bullish Exchange has registered as a Money Services Business with the Financial Crimes Enforcement Network (FinCEN) under the Treasury Department, we have obtained Money Transmitter Licenses (MTLs) or No Action letters in most states and have obtained a BitLicense in the State of New York. We are also currently pursuing any outstanding state-level MTLs. In fulfillment of our licensing requirements, we have implemented a comprehensive anti-money laundering / combating financing of terrorism (AML/CFT) compliance program, recordkeeping systems, cyber resilience and cyber security practices, business continuity and financial crime deterrence plans, and suspicious activity reporting mechanisms — in addition to ethical conduct, sound governance, and effective risk management obligations. In December 2025, Bullish registered with the SEC as a transfer agent. In addition, we may seek additional licenses and registrations in the United States in the future, which could require us to comply with substantial additional regulatory requirements. We continue to monitor the treatment of various digital assets under state and federal securities laws, including the CLARITY Act market structure legislation, the implementation of the GENIUS Act, as well as laws governing commodities and other financial products to determine what products and services we may provide to U.S. customers in the future. European Union (EU): In Germany, the Bullish Exchange has received a proprietary trading license, a principal brokerage license and a crypto custody license from the Federal Financial Supervisory Authority (BaFin). BaFin’s regulatory regime emphasizes strict adherence to principles of transparency, trustworthiness, and robust consumer protection. The EU adopted in 2023 the Markets in Crypto-Assets Regulation (MiCAR), a comprehensive regulatory framework for digital asset issuers and service providers operating within the EU, which began applying to digital assets businesses like the Bullish Exchange from December 31, 2024. The European Securities and Markets Authority promulgates new regulatory technical standards and guidance notes pursuant to MiCAR. In September 2025, we fully completed the uplift to MiCAR licensure when we secured a crypto asset service provider license under MiCAR from BaFin. The EU’s Markets in Financial Instruments Directive (as amended) (MiFID II), the European Market Infrastructure Regulation (EMIR) and the associated regulatory technical standards established a comprehensive regulatory regime for investment services and activities relating to financial instruments, including certain derivatives contracts. Derivatives trading services, if conducted in the EU, are required to comply with MiFID II and EMIR, including rules governing trade transparency, investor protection, risk management and other aspects of our derivatives trading operations, and the obtaining of appropriate authorization from a competent national authority such as BaFin. Further the European Securities and Markets Authority (ESMA) is currently in the process of bringing new regulations to integrate the regulation of digital assets and traditional financial instruments, including making ESMA the authority to regulate digital asset service providers in the EU directly. Any changes or updates to MiFID II, EMIR and EU market structure regulation and the associated regulatory technical standards could impact our business and necessitate adjustments to our compliance processes and procedures. Gibraltar: The Bullish Exchange holds a DLT License from the GFSC. This license positions the Bullish Exchange within Gibraltar’s legal and regulatory framework for digital asset services, based on ten core principles: financial crime compliance, honesty and integrity, customer care, management of conflict of interest, financial soundness and risk management, protection of customer assets, corporate governance, cybersecurity controls, resilience and market integrity. When the Bullish Exchange was first launched in 2021, digital asset services were largely unregulated or partially regulated, with a focus on compliance with anti-money laundering laws only. Many digital asset service providers chose to be wholly unregulated. Gibraltar’s DLT licensing regime was one of the few regulatory regimes at the time that adopted a full investor protection framework similar to the approach adopted by regulators towards securities and futures. As part of the Bullish Exchange’s commitment to compliance and regulation, we chose to ensure Bullish Exchange was regulated by the GFSC at launch before it onboarded its first customer. Hong Kong: In Hong Kong, the Bullish Exchange has received Type 1 (Dealing in Securities) and Type 7 (Automated Trading Services) licenses under the Securities and Futures Ordinance, Cap 571, as well as a Virtual Asset Trading Platform license under the Anti-Money Laundering and Counter Terrorist Financing Ordinance, Cap. 615 (AMLO) from the SFC. The SFC’s principles-based regulatory framework is aligned with the regulations applicable to securities and futures investment firms and mandates that digital assets exchanges like Bullish uphold market integrity, comply with all financial crime prevention laws and regulations, manage conflicts of interest, provide transparent product information, ensure protection of customer assets, maintain robust risk management and implement strong cybersecurity controls. 50 Others: In Canada, the Bullish Exchange has registered as a foreign money services business with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC). As part of complying with this registration, we need to ensure that our AML/CFT compliance programs, financial crime deterrence and reporting mechanisms meet the requirements under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and associated regulations. Benchmark Regulations: The United Kingdom and the European Union have benchmark regulations that require index providers to be subject to specific obligations regarding conflicts of interest, governance and oversight, accountability and controls, and methodology transparency, among other matters. CoinDesk Indices offers index solutions that comply with the UK’s benchmark regulation through our subsidiary CC Data Limited which is a benchmark administrator regulated by the Financial Conduct Authority in the UK. Obtaining regulatory licenses and authorizations is an ongoing effort that is necessary for maintaining and growing our business. Even if regulatory regimes are new, changing, and sometimes uncertain, our financial prospects and continued growth depend in part on our ability to continue to operate in a manner compliant with these regimes and subject to the oversight of regulatory authorities in various jurisdictions. We are required to invest in our finance, legal, compliance, risk management, security, and other control functions in order to maintain this capability. In some jurisdictions, including those mentioned above, the products and services provided by Bullish are subject to additional regulatory requirements and limitations, including limitations on the types of customers who may use the products and services. For example, where we determine it appropriate based on our regulatory status and our assessment of the applicable laws and regulations of the jurisdiction, we take steps to prohibit access to Bullish products and services or to limit access to only those customers we determine to be eligible. Some jurisdictions have prohibited the use and/or provision of certain products and services related to digital assets or have limited such products and services only to certain licensed service providers. As a result of such restrictions, the Bullish Exchange does not accept customers from many jurisdictions, including mainland China. In the future, we may seek to obtain relevant licenses or permissions in relevant jurisdictions to begin providing products and services in those jurisdictions. As digital assets have grown in both popularity and market size, various governmental organizations, regulatory authorities, consumer agencies and public advocacy groups have been examining the operations of digital asset networks, users and platforms, with a focus on how to regulate digital assets exchanges and service providers to ensure the safety and soundness of platforms and other service providers that hold or deal with digital assets. Many of these entities have called for heightened regulatory oversight and have issued consumer advisories describing the risks posed by digital assets to users and investors. Several jurisdictions have banned so-called initial coin offerings and have opined that token offerings may constitute securities offerings subject to local securities regulations. With increased oversight of digital asset-related services in areas such as trading, custody, payment, and broking services, we expect a significant, ongoing impact on where and how we will conduct our business. Financial Crime Compliance Due to the breadth of our business, we are subject to laws, regulations and directives in many jurisdictions designed to prevent money laundering and terrorism financing and to protect customers from such crimes. These laws and regulations require us to implement systems and controls, including know-your-customer (KYC) checks and monitoring of our customers’ activities. We have implemented policies and procedures designed to ensure compliance with applicable laws and regulations and we use services and technologies provided by third-parties to conduct our KYC checks, transaction monitoring and screening procedures. In addition, we are required to comply with various international sanctions regimes, including those promulgated by the U.S. Office of Foreign Assets Control, European Council, UK Government, United Nations, the Cayman Islands and Gibraltar, and we employ controls such as sanctions screening, IP address geo-blocking and KYC checks. We have designed processes to conduct an ongoing evaluation of our compliance with applicable regulations and, where relevant, to recommend improvements to our internal controls and compliance procedures. 51 Anti-Bribery and Corruption (ABC) Our policy is to conduct business in an honest and ethical manner, and we are committed to acting professionally, fairly and with integrity in all our business dealings and relationships wherever we operate. ABC laws generally prohibit the payment of bribes to gain an unfair advantage. We have implemented policies and controls to detect and prevent non-compliance with ABC laws and to impose corresponding disciplinary procedures on employees and those acting on our behalf (as the case may be) who do not comply with our internal policies and procedures. Data Privacy We are subject to a number of laws and regulations regarding the collection, processing, transfer, storage, retention and deletion of personal data. In order to operate the business, we must process the personal data of customers and employees, including transferring personal data across borders. To support our global operations, we have developed a data privacy and protection framework along with internal controls designed to support the legality of our data processes. Our program includes audits intended to evaluate our controls, as well as regular training for our employees. We also seek to provide transparency to our customers through our published privacy notices. We continue to monitor the regulatory landscape and conduct risk assessments to align our processing activities with industry standards for privacy. Marketing & Advertising Regulations We engage in marketing initiatives and activities to promote brand awareness and services. Such initiatives and activities are subject to laws and regulations in multiple jurisdictions including anti-spamming laws, data privacy laws, consumer protection laws, financial services regulations, cross-selling restrictions as well as legislation governing advertising and marketing materials and channels. As customer appetite for digital assets and related services matures globally, it is anticipated that new legislation or regulations will be enacted for the protection of investors and users of digital assets. Consumer Protection Bullish is subject to laws and regulations concerning the offering of products or services generally to consumers. These laws and regulations are aimed at protecting consumers from unfair, deceptive, abusive acts or practices. As digital assets services are novel and innovative, there is uncertainty regarding the application of these laws and regulations, including laws prohibiting unfair, deceptive, abusive acts or practices. While Bullish is committed to fair and transparent business practices, it may become the subject of regulatory scrutiny or legal action with respect to these laws and regulations. 52 C. Group Organizational Structure The following diagram illustrates our simplified corporate structure for Bullish and its significant subsidiaries (as defined in Rule 1-02 of Regulation S-X of the U.S. Securities Act of 1933, as amended) as of December 31, 2025: ​ *Bullish US Operations LLC, Bullish Europe GmbH, Bullish HK Markets Limited, Bullish HK Custody Limited, Bullish (GI) Markets Limited, BMH and its subsidiaries are not significant subsidiaries but have been included in this diagram for information purposes. D. Property, Plants and Equipment Bullish has a unified and cost-efficient approach to its operations. Our global digital asset platform leverages shared personnel, resources and office spaces to optimize costs and enhance collaboration across all our businesses. The following table summarizes our principal leased properties, which are all office spaces, as of December 31, 2025: Location Square Footage Expiration Date Singapore, Singapore 4,922 April 2027 Hong Kong, Hong Kong 22,500 July 2027 London, England, United Kingdom 6,182 February 2028 New York, New York, United States 9,943 May 2028 New York, New York, United States 18,563 February 2031 Gibraltar, Gibraltar 2,723 October 2033 The Company also owns office space under development in Grand Cayman that, when completed, will total 4,440 square feet. We believe that our current facilities are adequate to meet our needs for the near future and that suitable additional or alternative space will be available on commercially reasonable terms to accommodate our foreseeable future operations.