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Webull Corp

Webull CorpBULL決算レポート

Nasdaq · Financials · Security Brokers, Dealers & Flotation Companies

Webull Corporation, often stylized as simply Webull, is a US-based financial services holding company headquartered in St. Petersburg, Florida. It provides an electronic trading platform of the same name.

What changed in Webull Corp's 20-F — 2024 vs 2025

Top changes in Webull Corp's 2025 20-F

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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The market for digital trading and investing services is rapidly evolving and intensely competitive. We expect competition to continue and intensify in the future. We face competition from traditional retail brokerage firms and digital trading platforms in various markets where we operate our businesses.
The market for digital trading and investing services is rapidly evolving and intensely competitive. We expect competition to continue and intensify in the future. We face competition from traditional retail brokerage firms and digital trading platforms in the various markets where we operate our businesses.
These sorts of proceedings, inquiries, examinations, investigations, and other regulatory matters might subject us to fines, penalties, and monetary settlements, harm our reputation and brand, require substantial management attention, result in additional compliance requirements, result in certain of our subsidiaries having their regulatory licenses or ability to conduct business in some jurisdictions (which could, among other things, result in statutory disqualification by FINRA and the SEC) suspended or revoked, increase regulatory scrutiny of our business, restrict our operations or require us to change our business practices, require changes to our products and services, require changes in personnel or management, delay planned product or service launches or development, limit our ability to acquire other complementary businesses and technologies, or lead to the suspension or expulsion of our broker-dealer or other regulated subsidiaries or their officers or employees.
These proceedings, inquiries, examinations, investigations, and other regulatory matters might subject us to fines, penalties, and monetary settlements, harm our reputation and brand, require substantial management attention, result in additional compliance requirements, result in certain of our subsidiaries having their regulatory licenses or ability to conduct business in some jurisdictions (which could, among other things, result in statutory disqualification by FINRA and the SEC) suspended or revoked, increase regulatory scrutiny of our business, restrict our operations or require us to change our business practices, require changes to our products and services, require changes in personnel or management, delay planned product or service launches or development, limit our ability to acquire other complementary businesses and technologies, or lead to the suspension or expulsion of our broker-dealer or other regulated subsidiaries or their officers or employees.
Department of Defense added several prominent Chinese companies to its list of “Chinese military companies,” alleging such companies have ties to China’s military; and ● beginning in April 2025, members of Congress as well as senior members of the Trump administration have mentioned potentially delisting companies with connections to China as a tactic that could be deployed in a trade war with China. 7 We believe that we do not fall within the scope of these or other laws, rules, or regulations targeting companies with connections to China.
Department of War added several prominent Chinese companies to its list of “Chinese military companies,” alleging such companies have ties to China’s military; and ● beginning in April 2025, members of Congress as well as senior members of the Trump administration have mentioned potentially delisting companies with connections to China as a tactic that could be deployed in a trade war with China. 7 We believe that we do not fall within the scope of these or other laws, rules, or regulations targeting companies with connections to China.
As we provide services in markets that are characterized by rapid technological change, evolving industry standards, frequent new service introductions, and increasing demand for higher levels of customer experience, we seek to stay abreast of the needs and preferences of our customers to serve their evolving trading needs and investment demands and keep up with any technological innovations and developments.
As we provide services in markets that are characterized by rapid technological change, evolving industry standards, frequent new product and service introductions, and increasing demand for higher levels of customer experience, we seek to stay abreast of the needs and preferences of our customers to serve their evolving trading needs and investment demands and keep up with any technological innovations and developments.
However, due to our limited operating history, our historical growth rates and past revenues may not be indicative of our future performance. There is no assurance that our growth rate will continue in future periods and you should not rely on the revenue growth of any given prior quarterly or annual period as an indication of our future performance.
However, due to our limited operating history, our historical growth rates and past revenues may not be indicative of our future performance. There is no assurance that our growth rate will continue in future periods and you should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance.
There can be no assurance that our global operations or expansion plan will proceed as planned or succeed at all. Unsuccessful global operations or expansion may incur significant expenses and divert management’s attention, which in turn may adversely affect our business, financial condition, and results of operations. We face intense competition, and we may not compete effectively.
There can be no assurance that our global operations or expansion plan will proceed as planned or succeed at all. Unsuccessful global operations or expansion may incur significant expenses and divert management’s attention, which in turn may adversely affect our business, financial condition, and results of operations. 4 We face intense competition, and we may not compete effectively.
Consequently, non-compliance with applicable laws or regulations could adversely affect our reputation, prospects, revenues, and earnings. 10 As we continue to operate and to expand our services internationally, we must comply with the regulatory controls of each country in which we conduct, or intend to conduct business, the requirements of which may not be clearly defined.
Consequently, non-compliance with applicable laws or regulations could adversely affect our reputation, prospects, revenues, and earnings. As we continue to operate and to expand our services internationally, we must comply with the regulatory controls of each country in which we conduct, or intend to conduct business, the requirements of which may not be clearly defined.
Any such finding could result in fines, censures, or other enforcement actions from the applicable regulatory authority and could materially and adversely impact our business operations. 22 We may be held liable for information or content displayed on, retrieved from or linked to our platform.
Any such finding could result in fines, censures, or other enforcement actions from the applicable regulatory authority and could materially and adversely impact our business operations. We may be held liable for information or content displayed on, retrieved from or linked to our platform.
Our results of operations could be adversely affected to the extent that the outbreak has any negative impact on the global economy in general and the global mobile internet and online brokerage industry in particular. We are also vulnerable to natural disasters and other calamities.
Our results of operations could be adversely affected to the extent that an outbreak has any negative impact on the global economy in general and the global mobile internet and online brokerage industry in particular. We are also vulnerable to natural disasters and other calamities.
Any failure of such information providers to update or deliver the data in a timely and accurate manner as provided in our agreements with them could lead to potential losses for our customers, which would in turn affect our business operations and reputation. 21 An interruption in or the cessation of service by any external service provider as a result of system failures, capacity constraints, financial constraints or problems, unanticipated trading market closures or for any other reason and our inability to make alternative arrangements in a smooth and timely manner, if at all, could have a material adverse effect on our business, results of operations and financial condition.
Any failure of such information providers to update or deliver the data in a timely and accurate manner as provided in our agreements with them could lead to potential losses for our customers, which would in turn affect our business operations and reputation. 20 An interruption in or the cessation of service by any external service provider as a result of system failures, capacity constraints, financial constraints or problems, unanticipated trading market closures or for any other reason and our inability to make alternative arrangements in a smooth and timely manner, if at all, could have a material adverse effect on our business, results of operations and financial condition.
We may not be able to successfully address these risks and difficulties, which could significantly harm our business, results of operations, and financial condition. We incurred net losses attributable to ordinary shareholders in the past, and we may not achieve net income attributable to ordinary shareholders in the future. We incurred net losses attributable to ordinary shareholders in the past.
We may not be able to successfully address these risks and difficulties, which could significantly harm our business, results of operations, and financial condition. 3 We incurred net losses attributable to ordinary shareholders in the past, and we may not achieve net income attributable to ordinary shareholders in the future.
There have been a number of legal and regulatory examinations and investigations conducted by the SEC, FINRA, other federal or state regulatory agencies, as well as non-U.S. regulatory bodies, arising out of certain business practices and the operations of other market players in our industry, which have lead to lawsuits, arbitration claims, and enforcement proceedings, as well as other actions and claims, and resulted in injunctions, fines, penalties, and monetary settlements.
There have been a number of legal and regulatory examinations and investigations conducted by the SEC, FINRA, other federal or state regulatory agencies, as well as non-U.S. regulatory bodies, arising out of certain business practices and the operations of other market players in our industry, which have led to lawsuits, arbitration claims, and enforcement proceedings, as well as other actions and claims, and resulted in injunctions, fines, penalties, and monetary settlements.
For example, in April 2024, the attorneys general from 14 different U.S. states posted a letter on a social media platform in which they raised concerns about our treatment of the sensitive personal and financial data and alleged that such data could potentially be exposed to the Chinese Communist Party, or CCP.
For example, in April 2024, the attorneys general from 14 different U.S. states posted a letter on a social media platform in which they raised concerns about our treatment of the sensitive personal and financial data and alleged that such data could potentially be exposed to the Chinese Communist Party.
Congress and various executive agencies, including the Department of Commerce and the Department of Defense, have become increasingly concerned about companies with connections to China, and continued inquiries and investigations relating to concerns about our connections to China may materially and adversely affect our business, financial condition, and results of operations. The U.S.
Congress and various executive agencies, including the Department of Commerce and the Department of War, have become increasingly concerned about companies with connections to China, and continued inquiries and investigations relating to concerns about our connections to China may materially and adversely affect our business, financial condition, and results of operations. The U.S.
Any such penalties may disrupt our business operations and materially and adversely affect our business, financial condition, and results of operations. 12 We have been in the past and may continue to be subject to complaints, claims, controversies, regulatory actions, and legal proceedings.
Any such penalties may disrupt our business operations and materially and adversely affect our business, financial condition, and results of operations. 13 We have been in the past and may continue to be subject to complaints, claims, controversies, regulatory actions, and legal proceedings.
Our business, as well as our reputation, financial condition, results of operations and share price, could be materially adversely affected by any of these risks, as well as other risks and uncertainties not currently known to us or not currently considered material.
Our business, as well as our reputation, financial condition, results of operations and price of our securities, could be materially adversely affected by any of these risks, as well as other risks and uncertainties not currently known to us or not currently considered material.
As a result, our business, results of operations, and financial condition may be materially and adversely affected. 24 A substantial portion of our business currently relies on collaboration with our clearing partner.
As a result, our business, results of operations, and financial condition may be materially and adversely affected. 22 A substantial portion of our business currently relies on collaboration with our clearing partner.
Any new or heightened PFOF regulation, including the abovementioned proposed rules if adopted as proposed, could have a material and adverse effect on our business operations and we may experience pressure and disruption to our current business operations.
Any new or heightened PFOF regulation, including the above-mentioned proposed rules if adopted as proposed, could have a material and adverse effect on our business operations and we may experience pressure and disruption to our current business operations.
The DOJ issued a final rule implementing this executive order on December 27, 2024; ● in April 24, 2024, the Protecting Americans from Foreign Adversary Controlled Applications Act became law, prohibiting the distribution, maintenance, or provision of internet hosting services for social media companies that are controlled by, among others, a foreign adversary (which is defined to include China) and has been determined by the President to present a significant threat to national security; ● in October 2024, the U.S.
The DOJ issued a final rule implementing this executive order, which became effective on April 8, 2025; ● in April 2024, the Protecting Americans from Foreign Adversary Controlled Applications Act became law, prohibiting the distribution, maintenance, or provision of internet hosting services for social media companies that are controlled by, among others, a foreign adversary (which is defined to include China) and has been determined by the President to present a significant threat to national security; ● in October 2024, the U.S.
Adams); (4) our auditor, KPMG LLP (“KPMG”), is based in the U.S.; (5) all of the personally identifiable information of the customers of Webull Financial, our U.S. broker-dealer, is stored in servers located in the United States and cannot be transmitted outside of the United States or accessed by our non-U.S. employees without permission and oversight from our U.S. personnel; and (6) our operations in mainland China are limited to research and development and technical support functions.
Wang, James, Houlihan, and Bishop); (4) our auditor, KPMG LLP, is based in the U.S.; (5) all of the personally identifiable information of the customers of Webull Financial, our U.S. broker-dealer, is stored in servers located in the United States and cannot be transmitted outside of the United States or accessed by our non-U.S. employees without permission and oversight from our U.S. personnel; and (6) our operations in mainland China are limited to research and development and technical support functions.
We currently host our platform and support our operations on data centers provided by Amazon Web Services, or AWS, a third-party provider of cloud infrastructure services. We cannot assure you that the cloud infrastructure we depend on will remain sufficiently reliable for our needs.
Our cloud-based business depends on the performance and reliability of the cloud infrastructure. We currently host our platform and support our operations on data centers provided by Amazon Web Services, or AWS, a third-party provider of cloud infrastructure services. We cannot assure you that the cloud infrastructure we depend on will remain sufficiently reliable for our needs.
Our business, financial condition, and results of operations may be influenced to a significant degree by macro-economic and social conditions globally and in our markets. A general slowdown or volatility in the global economy, including recession, inflation, or a tightening of capital markets, could adversely affect our business, financial condition, and results of operations.
Our business, financial condition, and results of operations may be influenced to a significant degree by macroeconomic and social conditions globally and in our markets. A general slowdown or volatility in the global economy and related risks, including a recession, inflation, or a tightening of capital markets, could adversely affect our business, financial condition, and results of operations.
Because we may not have timely or sufficient control over the activities conducted within our Webull Community, our platform may be misused by others to engage in illegal or inappropriate activities, or other activities that require permits, licenses or approval from governmental authorities.
Because we may not have timely or sufficient control over the activities conducted within our Webull Community, or over the outputs generated by AI-enabled features, our platform may be misused by others to engage in illegal or inappropriate activities, or other activities that require permits, licenses or approval from governmental authorities.
If we cannot continue to maintain our relationship with our clearing partner, our interest related income could be negatively impacted. For the years ended December 31, 2023 and 2024, 32.2% and 16.2% of our total revenues were attributable to payments from our clearing partner for interest related income, respectively.
If we cannot continue to maintain our relationship with our clearing partner, our interest related income could be negatively impacted. For the years ended December 31, 2025 and 2024, 8.6% and 16.2% of our total revenues were attributable to payments from our clearing partner for interest related income, respectively.
Commerce Department introduced a new export license regime restricting the sale of advanced artificial intelligence chips to China; ● in January 2025, the U.S.
Commerce Department introduced a new export license regime restricting the sale of advanced AI chips to China; ● in January 2025, the U.S.
The dilution created by the potential exercise of the Webull Warrants and Webull Incentive Warrants, as well as the fact that we are expecting to register for resale a significant number of Webull Ordinary Shares that are held by the Webull Existing Shareholders, our founder, the Initial SKGR Shareholders and certain investors party to Non-Redemption Agreement and Additional Non-Redemption Agreements may make it more difficult for us to raise additional financing through the sale of equity securities at a price that management deems appropriate.
The dilution created by the potential exercise of the Webull Warrants, as well as the fact that we have registered for resale with the Resale Registration Statement a significant number of Webull Ordinary Shares that are held by the Webull Existing Shareholders, our founder, the Initial SKGR Shareholders and certain investors party to Non-Redemption Agreement and Additional Non-Redemption Agreements may make it more difficult for us to raise additional financing through the sale of equity securities at a price that management deems appropriate.
We may also lack experience in managing new lines of business or new services. In addition, we may be unable to proceed with our operation as planned or compete effectively due to different competitive landscapes in these new areas. Furthermore, any new line of business and/or new service could place significant challenges on the effectiveness of our internal control system.
In addition, we may be unable to proceed with our operation as planned or compete effectively due to different competitive landscapes in these new areas. Furthermore, any new line of business and/or new service could place significant challenges on the effectiveness of our internal control system.
In order to mitigate our credit risks associated with our margin financing services, we have adopted comprehensive internal policies and procedures designed to manage such risks. For details of such policies and procedures, see “
We have adopted comprehensive internal policies and procedures designed to manage the credit risks associated with our margin financing services. For details of such policies and procedures, see “
Our systems are also vulnerable to disruptions from human error, execution errors, errors in models such as those used for risk management and compliance, employee misconduct, unauthorized trading, external fraud, computer viruses, distributed denial of service attacks, or cyberattacks, terrorist attacks, natural disasters, power outages, capacity constraints, software flaws, events impacting our key business partners and vendors, and other similar events. 18 Our cloud-based business depends on the performance and reliability of the cloud infrastructure.
Our systems are also vulnerable to disruptions from human error, execution errors, errors in models such as those used for risk management and compliance, employee misconduct, unauthorized trading, external fraud, computer viruses, distributed denial of service attacks, or cyberattacks, terrorist attacks, natural disasters, power outages, capacity constraints, software flaws, events impacting our key business partners and vendors, and other similar events.
Risks Relating to Our Products and Services Our PFOF practices may potentially create a misalignment of interest. Registered broker-dealers are subject to “best execution” requirements under the applicable regulatory regime, which require them to obtain the best reasonably available terms for customer orders.
These technologies may present business, compliance, and reputational risks .” 21 Risks Relating to Our Products and Services Our PFOF practices may potentially create a misalignment of interest. Registered broker-dealers are subject to “best execution” requirements under the applicable regulatory regime, which require them to obtain the best reasonably available terms for customer orders.
Risks Relating to Our Products and Services ● Our PFOF practices may potentially create a misalignment of interest. ● We rely on a limited number of market makers and liquidity providers to generate a large portion of our revenues.
These technologies may present business, compliance, and reputational risks. Risks Relating to Our Products and Services ● Our PFOF practices may potentially create a misalignment of interest. ● We rely on a limited number of market makers and liquidity providers to generate a large portion of our revenues.
In addition, our mainland China subsidiary, Hunan Weibu Information Technology Co., Ltd., employs 731 employees, representing 61% of our employees as of December 31, 2024, and is subject to the jurisdiction of the People’s Republic of China.
In addition, our mainland China subsidiary, Hunan Weibu Information Technology Co., Ltd., employs 863 employees, representing 62% of our employees as of December 31, 2025, and is subject to the jurisdiction of the People’s Republic of China.
In addition to margin fees we earn from our clearing partner, we receive a portion of the interest income that our clearing partner earns on the uninvested cash balances of our fully disclosed brokerage accounts and receive a portion of the fully paid lending fees our clearing partner earns on our brokerage accounts that participate in our clearing partner’s fully paid stock lending program.
In addition to margin fees that we earned from our clearing partner with respect to our fully disclosed brokerage accounts during a substantial portion of 2025, we received a portion of the interest income that our clearing partner earns on the uninvested cash balances of our fully disclosed brokerage accounts and receive a portion of the fully paid lending fees our clearing partner earns on our brokerage accounts that participate in our clearing partner’s fully paid stock lending program.
These risks include, among others, the following: Risks Relating to Our Business ● We have a limited operating history and our historical operating and financial results are not necessarily indicative of future performance, which makes it difficult to predict our future business prospects and financial performance. ● We incurred net losses in the past, and we may not maintain net income in the future. ● We face risks associated with our global operations and continued global expansion. ● We face intense competition, and we may not compete effectively. ● Our business is heavily reliant on trading related income; if there is a sustained slowdown in securities trading, our results of operations and business prospects may be adversely affected. ● A majority of our trading-related income is derived from payment for order flow, or PFOF. ● We are directly and indirectly exposed to fluctuations in interest rates, and rapidly changing interest rate environments could reduce our interest related income and adversely affect our results of operations. ● We may not be able to successfully execute our strategies and effectively manage our growth and the increasing complexity of our business. 1 Risks Relating to Regulations Applicable to our Industry ● We are subject to extensive regulatory requirements in the jurisdictions where we operate. ● The regulatory environments that we operate in are constantly evolving, which may cause us to incur substantial costs or require us to change our business practices in ways that are adverse to our business. ● We may be involved in regulatory investigations, actions, and settlements during our course of business, such as the $3 million fine we paid to FINRA in February 2023.
These risks include, among others, the following: Risks Relating to Our Business ● We have a limited operating history and our historical operating and financial results are not necessarily indicative of future performance, which makes it difficult to predict our future business prospects and financial performance. ● We incurred net losses attributable to ordinary shareholders in the past, and we may not maintain net income attributable to ordinary shareholders in the future. ● We face risks associated with our global operations and continued global expansion. ● We face intense competition, and we may not compete effectively. ● Our business is heavily reliant on trading related income; if there is a sustained slowdown in securities trading, our results of operations and business prospects may be adversely affected. ● A majority of our trading-related income is derived from payment for order flow, or PFOF. ● We are directly and indirectly exposed to fluctuations in interest rates, and rapidly changing interest rate environments could reduce our interest related income and adversely affect our results of operations. ● We may not be able to successfully execute our strategies and effectively manage our growth and the increasing complexity of our business. 1 Risks Relating to Regulations Applicable to our Industry ● We are subject to extensive regulatory requirements in the jurisdictions where we operate. ● The regulatory environments that we operate in are constantly evolving, which may cause us to incur substantial costs or require us to change our business practices in ways that are adverse to our business. ● Our ability to offer event contracts is subject to the outcome of currently ongoing and potential future regulatory enforcement actions and litigation, as well as potential changes in federal or state law, that could immediately or subsequently prevent us from offering, or continuing to offer, event contracts. ● We may be involved in regulatory investigations, actions, and settlements during our course of business.
Such investigations did not result in any material fines or penalties borne by us. However, there can be no assurance that we will not face additional investigations in the future and we cannot guarantee that we will not face fines or penalties in the future in connection with allegations about our best execution practices.
However, there can be no assurance that we will not face additional investigations in the future and we cannot guarantee that we will not face fines or penalties in the future in connection with allegations about our best execution practices.
Future resales of the Webull Private Warrants or Webull Incentive Warrants may also cause the market price of the Webull Public Warrants or Webull Incentive Warrants to drop significantly, even if Webull’s business is doing well .” For more information on the potential exercise of our warrants, please see “ — Webull Warrants and Incentive Warrants will become exercisable for Webull Class A Ordinary Shares, which would increase the number of Webull shares eligible for future resale in the public market and result in dilution to Webull shareholders. ” Our business and reputation may be harmed by the failure of our employees or business partners to perform their duties or their misconduct or errors.
For more information, also see “ — Risks Relating to Ownership of Securities of Webull — Future resales of Webull Class A Ordinary Shares issued to Webull shareholders and other significant shareholders may cause the market price of the Webull Class A Ordinary Shares to drop significantly, even if Webull’s business is doing well.” For more information on the potential exercise of our warrants, please see “ — Risks Relating to Ownership of Securities of Webull — Webull Warrants are currently exercisable for Webull Class A Ordinary Shares, which increases the number of Webull shares eligible for future resale in the public market and may result in dilution to Webull shareholders. ” 8 Our business and reputation may be harmed by the failure of our employees or business partners to perform their duties or their misconduct or errors.
Any errors, bugs or defects discovered in the software and applications on which we rely could result in harm to our reputation, loss of users or financial service providers, significant expenses, or liability for damages, any of which could adversely affect our business, results of operations, and financial condition. 17 An increase in volume on the systems we use or other errors or events could cause them to malfunction.
Any errors, bugs or defects discovered in the software and applications on which we rely could result in harm to our reputation, loss of users or financial service providers, significant expenses, or liability for damages, any of which could adversely affect our business, results of operations, and financial condition.
Our performance is subject to general economic conditions and their impact on the securities markets and our customers.
Adverse economic conditions may adversely affect our business. Our performance is subject to general economic conditions and their impact on the securities markets and our customers.
We could also incur significant legal expenses resolving and defending claims, even those without merit. To the extent we are found to have failed to fulfill our regulatory obligations, we could also lose our authorizations or licenses or become subject to conditions that could make future operations more costly, impair our ability to grow, and adversely impact our operating results.
To the extent we are found to have failed to fulfill our regulatory obligations, we could also lose our authorizations or licenses or become subject to conditions that could make future operations more costly, impair our ability to grow, and adversely impact our operating results.
Risks Relating to Our Platform, Systems and Technology ● Our platform and internal systems rely on software and applications that are highly technical and may contain undetected errors. ● An increase in volume on the systems we use or other errors or events could cause them to malfunction. ● We may experience unexpected network interruptions, security breaches, or computer virus attacks and failures in our information technology systems.
Risks Relating to Our Platform, Systems and Technology ● Our platform and internal systems rely on software and applications, many of which we are increasingly employing artificial intelligence (“AI”) to develop, that are highly technical and may contain undetected errors. ● An increase in volume on the systems we use or other errors or events could cause them to malfunction. ● We may experience unexpected network interruptions, security breaches, or computer virus attacks and failures in our information technology systems. ● We are incorporating AI technologies into some of our products and processes.
We are subject to regulatory capital requirements set by local securities regulatory authorities and agencies. Stringent rules with respect to the maintenance of specific levels of net capital by broker-dealers or investment advisory firms have been adopted by many regulatory authorities and agencies.
Stringent rules with respect to the maintenance of specific levels of net capital by broker-dealers or investment advisory firms have been adopted by many regulatory authorities and agencies. Our business operations may cause us and our subsidiaries to be subject to regulatory capital requirements set by local regulatory authorities and agencies.
Additionally, reliance on third-party data in these models could expose us to data rights and protection risks, as we may have limited insight into how third parties train and develop their models.
Additionally, reliance on third-party data in these models could expose us to data rights and protection risks, as we may have limited insight into how third parties train and develop their models. This dependency could expose us to liabilities if unauthorized or infringing materials are included in their training data.
Major risks involving our cloud network infrastructure include: ● breakdowns or system failures resulting in a prolonged shutdown of our servers; ● disruption or failure in the national or regional backbone networks where our servers are located, which would make it impossible for users and customers to access our online and mobile platforms; ● damage from natural disasters or other catastrophic events such as typhoons, volcanic eruptions, earthquakes, floods, telecommunications failures, or other similar events; and ● any infection by or spread of computer viruses or other system failures.
Major risks involving our cloud network infrastructure include: ● breakdowns or system failures resulting in a prolonged shutdown of our servers; ● disruption or failure in the national or regional backbone networks where our servers are located, which would make it impossible for users and customers to access our online and mobile platforms; ● damage from natural disasters or other catastrophic events such as typhoons, volcanic eruptions, earthquakes, floods, telecommunications failures, or other similar events; and ● any infection by or spread of computer viruses or other system failures. 18 Any network interruption or inadequacy that causes interruptions in the availability of our online and mobile platforms or deterioration in the quality of access to our online and mobile platforms could reduce user and customer satisfaction and result in a reduction in the activity level of our users and customers as well as the number of customers making trading transactions on our platform.
Department of the Treasury’s Financial Crimes Enforcement Network, in that the SARs failed to include all of the required details of the reported suspicious transactions that Webull Financial knew or should have known in the narrative of the SARs.
Department of the Treasury’s Financial Crimes Enforcement Network, in that the SARs failed to include all of the required details of the reported suspicious transactions that Webull Financial knew or should have known in the narrative of the SARs. Webull Financial agreed to cease and desist the filing of deficient SARs and paid a fine of $125,000.
In some cases, the measures we have implemented to detect and deter fraud have led to poor customer experiences, including indefinite account inaccessibility for some of our customers, which increases our customer support costs and can compound damages. We could incur significant costs in compensating our customers, such as if a transaction was unauthorized, erroneous, or fraudulent.
In some cases, the measures we have implemented to detect and deter fraud have led to poor customer experiences, including indefinite account inaccessibility for some of our customers, which increases our customer support costs and can compound damages.
Such unintended results could not only dissatisfy customers but also harm our reputation and expose us to potential liability. Furthermore, the legal and regulatory landscape for AI is developing quickly, both in the U.S. and internationally, affecting not only AI-specific regulations but also intersecting with laws in intellectual property, privacy, consumer protection, and employment.
Furthermore, the legal and regulatory landscape for AI is developing quickly, both in the U.S. and internationally, affecting not only AI-specific regulations but also intersecting with laws in intellectual property, privacy, consumer protection, and employment.
Adverse changes to, or our failure to comply with, any additional laws and regulations may have an adverse effect on our reputation and brand and our business, operating results, and financial condition. We may be involved in regulatory investigations, actions, and settlements during our course of business.
Adverse changes to, or our failure to comply with, any additional laws and regulations may have an adverse effect on our reputation and brand and our business, operating results, and financial condition.
During 2023 and 2024, 23.3% and 33.6% of our consolidated revenue was from our top market maker and liquidity provider, respectively. See “ Item 4. Information on the Company — B. Business Overview — Investing through the Webull Platform ” for additional information.
For the years ended December 2025 and 2024, 13.2% and 18.5% of our consolidated revenue was from our top market maker and liquidity provider, respectively. See “ Item 4. Information on the Company — B. Business Overview — Investing through the Webull Platform ” for additional information.
Our ability to generate net income will depend on factors such as growth of our customer base, our ability to engage and monetize our customers, our ability to expand globally, optimization of our operating expenses, and macro-environment and conditions.
Our ability to generate net income will depend on factors such as growth of our customer base, our ability to engage and monetize our customers, our ability to expand globally, optimization of our operating expenses, and macroenvironment and conditions. There can be no assurance that we will be able to generate net income consistently.
There can be no assurance that we will be able to generate net income consistently. 3 We face risks associated with our global operations and continued global expansion. We have businesses in diverse global markets and are subject to risks associated with doing business across the globe and in differing economic and regulatory environments.
We face risks associated with our global operations and continued global expansion. We have businesses in diverse global markets and are subject to risks associated with doing business across the globe and in differing economic and regulatory environments.
In an effort to satisfy the demands of investors for next-generation electronic trading systems, universal access to markets, smart routing, better trading tools, and lower financing rates, our competitors have embarked upon building such systems and service enhancements. 4 We expect competition to increase in the future as current competitors diversify and improve their product and service offerings and as new participants enter the market.
In an effort to satisfy the demands of investors for next-generation electronic trading systems, universal access to markets, smart routing, better trading tools, and lower financing rates, our competitors have embarked upon building such systems and service enhancements.
However, our founder and chief executive officer, Mr. Anquan Wang, is a citizen of the People’s Republic of China, owns approximately 18.0% of the outstanding Webull Ordinary Shares and all of the outstanding Webull Class B Ordinary Shares, representing approximately 81.4% of Webull’s total voting power following the closing of the Business Combination.
However, our founder and chief executive officer, Mr. Anquan Wang, is a citizen of the People’s Republic of China, beneficially owns 16.4% of the outstanding Webull Ordinary Shares (including all of the outstanding Webull Class B Ordinary Shares), representing 79.2% of Webull’s total voting power as of March 31, 2026. Mr.
However, if similar technologies become more accessible to current or future competitors, or if competitors use AI to develop superior solutions, we may need to invest significantly in new technology to maintain our edge.
Finally, our historical success has been largely attributed to our proprietary technology, which we believe gives us a competitive advantage. However, if similar technologies become more accessible to current or future competitors, or if competitors use AI to develop superior solutions, we may need to invest significantly in new technology to maintain our edge.
We cannot assure you that we will be able to compete effectively or efficiently with current or future competitors. They may be acquired by, receive investment from or enter into strategic relationships with, established and well-financed companies or investors, which would help enhance their competitiveness.
They may be acquired by, receive investment from or enter into strategic relationships with, established and well-financed companies or investors, which would help enhance their competitiveness.
We may make investments from time to time in technologies, facilities, equipment, hardware, software, and other projects to remain competitive. If we are not able to achieve or maintain positive cash flow from operations, our business may be adversely impacted and we may require additional financing.
If we are not able to achieve or maintain positive cash flow from operations, our business may be adversely impacted and we may require additional financing.
Risks Relating to Our Platform, Systems and Technology Our platform and internal systems rely on software and applications that are highly technical and may contain undetected errors. Our platform and internal systems rely on software and applications that are highly technical and complex.
Risks Relating to Our Platform, Systems and Technology Our platform and internal systems rely on software and applications, many of which we are increasingly employing AI to develop, that are highly technical and may contain undetected errors. Our platform and internal systems rely on software and applications, most of which we have developed internally, that are highly technical and complex.
Our margin financing services will expose us to credit risks if our customers fail to perform contractual obligations or if the value of collateral held to secure the obligations is inadequate. We provide our margin financing services to our customers in the United States through Apex Clearing, our clearing partner, who provides the funding for these services.
Our margin financing services will expose us to credit risks if our customers fail to perform contractual obligations or if the value of collateral held to secure the obligations is inadequate.
Particularly, we have contracted with a number of major financial market data providers, including Refinitiv, Nasdaq, Hong Kong Exchange, Toronto Exchange, and EuroNext, among others, to allow our customers to access real-time market information data which is essential for our customers to make their investment decisions and take actions.
Particularly, we have contracted with a number of major financial market data providers to allow our customers to access real-time market information data which is essential for our customers to make their investment decisions and take actions. These service providers face technical, operational, and security risks of their own.
Pursuant to our agreement with Apex Clearing, we indemnify and hold them harmless from certain losses, liabilities, or claims resulting from any failure of the customers to make payments upon demand, which exposes us to off-balance sheet risk of credit loss in the event that our customers fail to satisfy their obligations or if the value of collateral held to secure the obligations is inadequate.
Pursuant to our agreement with Apex Clearing, we indemnify and hold them harmless from certain losses, liabilities, or claims resulting from any failure of the customers to make payments upon demand, which exposes us to off-balance sheet risk of credit to the extent Apex Clearing funds such margin financing services.
The practice of PFOF has drawn heightened scrutiny from the U.S. Congress, the SEC, state regulators and other regulatory and legislative authorities. For example, regulators have brought enforcement actions against a similarly situated broker-dealer for matters relating to its receipt of PFOF, which resulted in material fines and censures.
For example, regulators have brought enforcement actions against a similarly situated broker-dealer for matters relating to its receipt of PFOF, which resulted in material fines and censures.
Webull Financial agreed to cease and desist the filing of deficient SARs and paid a fine of $125,000. 11 There can be no assurance that we will not be subject to any material regulatory investigations, actions, or settlements in the future.
Webull Financial was censured and paid a $1.6 million fine. 12 There can be no assurance that we will not be subject to any material regulatory investigations, actions, or settlements in the future.
Any failure to increase our revenue or to manage our operating expenses could prevent us from achieving net income attributable to ordinary shareholders.
We cannot assure you that we will be able to achieve net income attributable to ordinary shareholders in the future. Any failure to increase our revenue or to manage our operating expenses could prevent us from achieving net income attributable to ordinary shareholders.
Non-compliance with applicable laws or regulations, including, without limitation, as they relate to registration with applicable legal authorities and the filing of required forms, notices, and other filings with applicable regulatory authorities, could result in sanctions being levied against us, including fines and censures, suspension or expulsion from a certain jurisdiction or market, or the revocation or limitation of licenses (or the imposition of a requirement to obtain licenses or permits).
Non-compliance with applicable laws or regulations, including, without limitation, as they relate to registration with applicable legal authorities and the filing of required forms, notices, and other filings with applicable regulatory authorities, could result in sanctions being levied against us, including fines and censures, suspension or expulsion from a certain jurisdiction or market, or the revocation or limitation of licenses (or the imposition of a requirement to obtain licenses or permits). 10 While we have implemented policies and procedures designed to help monitor and ensure compliance with existing and new laws and regulations, there can be no assurance that we and our employees, contractors, and agents will not violate or otherwise fail to comply with such laws and regulations.
Operating and Financial Review and Prospects — Liquidity and Capital Resources — Regulatory capital requirements .” We believe we currently are in compliance with all capital requirements set by all applicable regulatory authorities.
For a detailed description of the regulatory capital requirements that our operating subsidiaries are subject to, see “ Item 5. Operating and Financial Review and Prospects — Liquidity and Capital Resources — Regulatory capital requirements .” We believe we currently are in compliance with all capital requirements set by all applicable regulatory authorities.
Despite our efforts to identify areas of risk, oversee operational areas involving risks, and implement policies and procedures designed to manage these risks, there can be no assurance that we will not suffer unexpected losses, reputational damage, or regulatory actions due to technology or other operational failures or errors, including those of our vendors or other third parties. 19 Although we have developed systems and processes designed to protect the data we manage, prevent data loss and other security breaches, and effectively respond to known and potential risks, and we expect to continue to expend significant resources to bolster these protections, there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks.
Despite our efforts to identify areas of risk, oversee operational areas involving risks, and implement policies and procedures designed to manage these risks, there can be no assurance that we will not suffer unexpected losses, reputational damage, or regulatory actions due to technology or other operational failures or errors, including those of our vendors or other third parties.
They are also vulnerable to damage or interruption from human error, power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, pandemics, and similar events. Any significant failures by them, including improper use or disclosure of our confidential customer, employee, or company information, could interrupt our business, cause us to incur losses and harm our reputation.
Any significant failures by them, including improper use or disclosure of our confidential customer, employee, or company information, could interrupt our business, cause us to incur losses and harm our reputation.
External factors such as compliance with regulations, competition, and shifting market preferences may also impact the successful implementation of a new line of business or a new service. Our personnel and technology systems may fail to adapt to the changes in such new areas, and we may fail to effectively integrate new services into our existing operation.
Our personnel and technology systems may fail to adapt to the changes in such new areas, and we may fail to effectively integrate new services into our existing operation. We may also lack experience in managing new lines of business or new services.
The rapid evolution and expected adoption of AI technology, especially in the fintech industry, means we must constantly update our systems to stay competitive. If we cannot keep pace with these advancements, we risk losing market share and having a negative impact on our business performance.
The rapid evolution and expected adoption of AI technology, especially in the fintech industry, means we must constantly update our systems to stay competitive.
Reliance on a limited number of market makers and liquidity providers may reduce competition for orders, which in turn may adversely affect order execution quality.
Reliance on a limited number of market makers and liquidity providers may reduce competition for orders, which in turn may adversely affect order execution quality. Also, our payment arrangements with market makers and liquidity providers are not contingent on us allocating to them minimum order flow volumes or other similar requirements.
However, we cannot be certain that we will be able to resolve all of their concerns and that the result of their inquiries will not lead to further action on their part, which may materially and adversely affect our business, financial condition, and results of operations. Adverse economic conditions may adversely affect our business.
Although we have not received further requests from either the state attorneys general or the Select Committee in more than one year, we cannot be certain that either of them or another investigatory body will not make further accusations or inquiries and that we will be able to resolve all of their concerns and that the result of such inquiries will not lead to further action on their part, any of which may materially and adversely affect our business, financial condition, and results of operations.
Also, our payment arrangements with market makers and liquidity providers are not contingent on us allocating to them minimum order flow volumes or other similar requirements. 23 We have been subject to examinations by regulatory authorities, including the SEC, regarding our best execution and PFOF practices with respect to whether we had conducted a regular and rigorous review of our execution quality to ensure we had fulfilled our duty to seek best execution.
We have been subject to examinations by regulatory authorities, including the SEC, regarding our best execution practices with respect to whether we had conducted a regular and rigorous review of our execution quality to ensure we had fulfilled our duty to seek best execution. Such investigations did not result in any material fines or penalties borne by us.
These service providers face technical, operational, and security risks of their own. These external service providers may be subject to financial, legal, regulatory, and labor issues, cybersecurity incidents, break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism, privacy breaches, service terminations, disruptions, interruptions, and other misconduct.
These external service providers may be subject to financial, legal, regulatory, and labor issues, cybersecurity incidents, break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism, privacy breaches, service terminations, disruptions, interruptions, and other misconduct. They are also vulnerable to damage or interruption from human error, power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, pandemics, and similar events.
If any illegal, inappropriate or unauthorized activities are found on or linked to our platform, we as the service provider may be held liable for such activities under applicable laws and regulations. The government may impose other legal sanctions against us, including, in serious cases, suspending our Webull Community platform or revoking the licenses needed to operate our platform.
If any illegal, inappropriate or unauthorized activities are found on or linked to our platform, or if AI-generated content is alleged to be misleading, infringing, or otherwise non-compliant with applicable laws or regulations, we as the service provider may be held liable for such activities under applicable laws and regulations.
Generative AI, one of the newer and more complex forms of AI, brings unique challenges. This technology has received significant media attention and regulatory scrutiny due to its ability to produce content that may seem correct but can be factually inaccurate, misleading, or biased.
This technology has received significant media attention and regulatory scrutiny due to its ability to produce content that may seem correct but can be factually inaccurate, misleading, or biased. Such unintended results could not only dissatisfy customers but also harm our reputation and expose us to potential liability.
We derived a significant percentage of our revenues via payments from our market makers and liquidity providers, a practice known as payment for order flow, or PFOF. Revenue generated from equity and option order flow income amounted to $192.2 million in 2023 and $197.1 million in 2024, representing 49.3% and 50.5% of our total revenues during the same period, respectively.
We derived a significant percentage of our revenues via payments from our market makers and liquidity providers, a practice known as payment for order flow, or PFOF.
Moreover, if any of these individuals joins a competitor or forms a competing business, we may lose crucial business secrets, technological know-how, and other valuable resources.
Moreover, if any of these individuals joins a competitor or forms a competing business, we may lose crucial business secrets, technological know-how, and other valuable resources. Although our senior management and executive officers have non-compete agreements with us, we cannot assure you that they will comply with such agreements or that we will be able to effectively enforce them.
If we cannot continue to maintain our relationship with our clearing partner and obtain adequate funding at reasonable costs, we may not be able to continue to offer or grow our margin financing business.
If we are unable to maintain access to adequate funding on reasonable terms, we may not be able to continue to offer or expand our margin financing services.
We currently rely on Apex Clearing Corporation, or Apex Clearing, to hold the Webull brokerage accounts where certain of our customers’ funds and securities are deposited and to settle and clear all stock and securities trades in the United States.
We currently rely on Apex Clearing Corporation, or Apex Clearing, to clear and settle all stock and securities trades in the United States and to custody customer securities; however, following our transition to an omnibus clearing model completed in October 2025, customer funds are now deposited with and carried directly by Webull rather than held at Apex Clearing.
Additionally, the growth and success of our margin financing business depends on the availability of adequate funding to meet our customer demand for loans on our platform. In the United States, our fully disclosed margin accounts are funded by our clearing partner, for which we earn service fees.
Additionally, the growth and success of our margin financing business depends on the availability of adequate funding to meet customer demand for loans on our platform. Prior to October 2025, under our fully disclosed model, customer margin loan balances were generally funded by cash balances held across our customer base, within regulatory allowed limits.
We would also need to comply with applicable rules and regulations regarding execution and clearing services, which would be costly and time-consuming. 25 We historically provided our customers access to digital assets trading via our Webull App, which may subject us to risks.
We would also need to comply with applicable rules and regulations regarding execution and clearing services, which would be costly and time-consuming. 23 Our customers may provide outdated, inaccurate, false, or misleading information during our “know your customer” procedures.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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In addition, we are required by local laws and regulations to pay various statutory employee benefits, including Social Security and Medicare in the United States and employer-sponsored health insurance plans for the benefit of our employees. We expect that our labor costs, including wages and employee benefits, will continue to grow as our business grows in scale.
In addition, we are required by local laws and regulations to pay various statutory employee benefits, including Social Security and Medicare in the United States and employer-sponsored health insurance plans for the benefit of our employees. We expect that our labor costs, including wages and employee benefits, will continue to grow as our business grows at scale.
As a result of these and other factors, the ultimate amount of tax obligations owed may differ from the amounts recorded in our financial statements and any such difference may harm our operating results in future periods in which we change our estimates of our tax obligations or in which the ultimate tax outcome is determined. 33 Key business metrics and other estimates are subject to inherent challenges in measurement, and our business, operating results, and financial conditions could be adversely affected by real or perceived inaccuracies in those metrics.
As a result of these and other factors, the ultimate amount of tax obligations owed may differ from the amounts recorded in our financial statements and any such difference may harm our operating results in future periods in which we change our estimates of our tax obligations or in which the ultimate tax outcome is determined. 32 Key business metrics and other estimates are subject to inherent challenges in measurement, and our business, operating results, and financial conditions could be adversely affected by real or perceived inaccuracies in those metrics.
New regulations, such as the SEC’s Regulation Best Interest and certain state broker-dealer regulations, will impose heightened conduct standards and requirements if we are deemed to provide recommendations to retail investors.
Regulations such as the SEC’s Regulation Best Interest and certain state broker-dealer regulations, will impose heightened conduct standards and requirements if we are deemed to provide recommendations to retail investors.
Significant additional increase in government-imposed wage and employee benefits in the jurisdictions where we have operations may affect our profitability and results of operations, unless we are able to pass these costs onto our users by increasing prices of our products and services. 32 Failure to comply with local labor laws and make adequate contributions to various employee benefits plans as required by local regulations may subject us to penalties.
Significant additional increase in government-imposed wage and employee benefits in the jurisdictions where we have operations may affect our profitability and results of operations, unless we are able to pass these costs onto our users by increasing prices of our products and services. 31 Failure to comply with local labor laws and make adequate contributions to various employee benefits plans as required by local regulations may subject us to penalties.
See “— Risks Relating to Our Products and Services — Our compliance and risk management policies and procedures may not be fully effective in identifying or mitigating risk exposure in all market environments or against all types of risks .” If we fail to address these challenges and risks, our margin financing services may not develop as expected and our business prospects, results of operations, and financial condition may be adversely affected. 27 Our compliance and risk management policies and procedures may not be fully effective in identifying or mitigating risk exposure in all market environments or against all types of risks.
See “— Risks Relating to Our Products and Services — Our compliance and risk management policies and procedures may not be fully effective in identifying or mitigating risk exposure in all market environments or against all types of risks .” If we fail to address these challenges and risks, our margin financing services may not develop as expected and our business prospects, results of operations, and financial condition may be adversely affected. 24 Our compliance and risk management policies and procedures may not be fully effective in identifying or mitigating risk exposure in all market environments or against all types of risks.
Any failure or perceived failure by us to prevent information security breaches or to comply with privacy policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer data, could cause our customers to lose trust in us and could expose us to legal claims. 29 Laws and regulations regarding cybersecurity and data privacy are complex and evolving.
Any failure or perceived failure by us to prevent information security breaches or to comply with privacy policies or privacy-related legal obligations, or any compromise of security that results in the unauthorized release or transfer of personally identifiable information or other customer data, could cause our customers to lose trust in us and could expose us to legal claims. 28 Laws and regulations regarding cybersecurity and data privacy are complex and evolving.
In addition, we may incur significant expenses, and may be forced to divert management’s time and other resources from our business operations to defend against these third-party infringement claims, regardless of their merits. 30 We may not be able to prevent others from making unauthorized use of our intellectual property, and may incur increasing costs to protect us against such infringements.
In addition, we may incur significant expenses, and may be forced to divert management’s time and other resources from our business operations to defend against these third-party infringement claims, regardless of their merits. 29 We may not be able to prevent others from making unauthorized use of our intellectual property, and may incur increasing costs to protect us against such infringements.
Due to our global operations, we are subject to laws and regulations related to the protection of personal data, privacy, and information security of various jurisdictions where we do business and/or have customers, including but not limited to the United States, Hong Kong, Singapore, and the United Kingdom.
Due to our global operations, we are subject to laws and regulations related to the protection of personal data, privacy, and information security of various jurisdictions where we do business and/or have customers, including but not limited to the United States, Hong Kong, Singapore, the European Union, and the United Kingdom.
Our failure to correct any material weakness identified or our failure to discover and address any other deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.
Our failure to discover and address any other deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.
To the extent that the services we provide are construed or alleged to constitute investment advice or recommendations and we fail to satisfy regulatory requirements, fail to know our customers, improperly advise our customers, or if the risks associated with advisory services otherwise materialize, we could be found liable for losses suffered by those customers, or could be subject to regulatory fines, penalties, and other actions such as business limitations, any of which could harm our reputation and business.
To the extent that the services we provide are construed or alleged to constitute investment advice or recommendations and we fail to satisfy regulatory requirements, fail to know our customers, improperly advise our customers, or if the risks associated with advisory services otherwise materialize, we could be found liable for losses suffered by those customers, or could be subject to regulatory fines, penalties, and other actions such as business limitations, any of which could harm our reputation and business. 25 Risks Relating to Our Cryptocurrency Products and Services The prices of most cryptocurrencies are extremely volatile.
If we are not able to control our labor costs in an effective way, our business, results of operations, and financial condition may be adversely affected. Labor costs are the most significant component of our fixed costs.
If we are not able to control our labor costs in an effective way, our business, results of operations, and financial condition may be adversely affected.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management on our internal control over financial reporting commencing with our second Annual Report on Form 20-F.
Section 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management on our internal control over financial reporting starting with this Annual Report on Form 20-F (see “
For further detailed information, please refer to “ Item 6. Directors, Senior Management and Employees — B. Compensation — Global Plan .” For the years ended December 31, 2023 and 2024, we recorded $29.4 million and $32.6 million, respectively, in share-based compensation.
For further detailed information, please refer to “ Item 6. Directors, Senior Management and Employees — B. Compensation — Global Plans .” For the years ended December 31, 2025 and 2024, we recorded $43.9 million and $ 32.6 million, respectively, in share-based compensation.
In the case of non-compliance or alleged non-compliance, we could be subject to investigations and proceedings that may result in substantial penalties or civil lawsuits, including by customers, for damages, which can be significant.
In the case of non-compliance or alleged non-compliance, we could be subject to investigations and proceedings that may result in substantial penalties or civil lawsuits, including by customers, for damages, which can be significant. Any of these outcomes would adversely affect our reputation, brand, business, operating results, and financial condition.
Any of these outcomes would adversely affect our reputation, brand, business, operating results, and financial condition. 28 Providing market insights and analytical tools could subject us to additional risks if such tools are construed to be investment advice or recommendations. We provide a variety of market insights and analytical tools on our platform.
Providing market insights and analytical tools could subject us to additional risks if such tools are construed to be investment advice or recommendations. We provide a variety of market insights and analytical tools on our platform.
As a result, we could be subject to lawsuits by parties claiming improper use of what we believe to be open-source software. 31 Risks Relating to Finance, Accounting and Tax Matters We expect our operating expenses to increase significantly in the foreseeable future and may not be able to achieve profitability or achieve positive cash flow from operations on a consistent basis.
Risks Relating to Finance, Accounting and Tax Matters We expect our operating expenses to increase significantly in the foreseeable future and may not be able to achieve profitability or maintain positive cash flow from operations on a consistent basis.
From time to time, there have been claims based on improper use of open-source software against companies that incorporate open-source software into their solutions.
From time to time, there have been claims based on improper use of open-source software against companies that incorporate open-source software into their solutions. As a result, we could be subject to lawsuits by parties claiming improper use of what we believe to be open-source software.
Fluctuations in exchange rates could have a material adverse effect on our business and results of operations. Our revenues and expenses are currently denominated predominantly in U.S. dollars.
If we are unable to effectively manage these risks and difficulties as we encounter them, our business, operating results, and financial condition may suffer. 30 Fluctuations in exchange rates could have a material adverse effect on our business and results of operations. Our revenues and expenses are currently denominated predominantly in U.S. dollars.
Our revenue growth may slow down or our revenue may decline for a number of other reasons, including reduced demand for our products and services, increased competition, or any failure to capitalize on growth opportunities. If we are unable to effectively manage these risks and difficulties as we encounter them, our business, operating results, and financial condition may suffer.
This may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. Our revenue growth may slow down or our revenue may decline for a number of other reasons, including reduced demand for our products and services, increased competition, or any failure to capitalize on growth opportunities.
Moreover, we expect to incur significant legal, accounting, and other expenses, including substantially higher costs to obtain and maintain director and officer liability insurance, as a result of becoming a public company. This may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses.
Moreover, as a publicly traded company, we incur, and expect to continue to incur significant legal, accounting, and other expenses, including substantially higher costs to obtain and maintain director and officer liability insurance, in connection with our ongoing public company reporting, governance and compliance obligations.
If our metrics provide us with incorrect or incomplete information about users and their behavior, we may make inaccurate conclusions about our business. We have limited insurance coverage of our operations, which may expose us to significant costs and business disruption.
If our metrics provide us with incorrect or incomplete information about users and their behavior, we may make inaccurate conclusions about our business. If we fail to maintain effective internal control over financial reporting, we may be unable to accurately report our financial results or comply with applicable reporting requirements.
Removed
As the world recovered from the COVID-19 pandemic, supply chain disruptions and labor shortages kept inflation elevated and increased labor costs in our key markets.
Added
Fluctuations in the price of various cryptocurrencies might cause uncertainty in the market and could negatively impact trading volumes of cryptocurrencies, and we may not effectively identify, prevent or mitigate cryptocurrency market risks, any of which would adversely affect the success of our business, financial condition and results of operations.
Removed
We currently carry limited insurance in connection with our brokerage business, which does not cover customer losses from fraud or theft. However, we do not carry business interruption insurance to compensate for losses that could occur to the extent not required. We also do not maintain general product liability insurance or key-man insurance, and only maintain limited general property insurance.
Added
The prices of most cryptocurrencies are based in part on market adoption and future expectations, which might or might not be realized. As a result, the prices of cryptocurrencies are highly speculative.
Removed
We consider our insurance coverage to be reasonable in light of the nature of our business, but we cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policies on a timely basis, or at all.
Added
The prices of cryptocurrencies have been subject to dramatic fluctuations, which have impacted, and will continue to impact, our trading volumes and operating results and might adversely impact our growth strategy and business.
Removed
If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition, and results of operations could be materially and adversely affected.
Added
Several factors could affect a cryptocurrency’s price, including, but not limited to: ● Global cryptocurrency supply, including various alternative currencies which exist, and global cryptocurrency demand, which can be influenced by the growth or decline of retail merchants’ and commercial businesses’ acceptance of cryptocurrencies as payment for goods and services, the security of online cryptocurrency exchanges and digital wallets that hold cryptocurrencies, the perception that the use and holding of digital currencies is safe and secure, and regulatory restrictions on their use. ● Changes in the software, software requirements or hardware requirements underlying a blockchain network, such as a fork.
Removed
We and our independent registered public accounting firm have identified in past years a material weakness in our internal control over financial reporting. Prior to the Closing, we had been a private company and we were never required to evaluate our internal controls within a specified period of time.
Added
Forks have occurred and are likely to occur again in the future and could result in a sustained decline in the market price of cryptocurrencies. ● Changes in the rights, obligations, incentives, or rewards for the various participants in a blockchain network. ● The maintenance and development of the software protocol of cryptocurrencies. ● Cryptocurrency exchanges’ deposit and withdrawal policies and practices, liquidity on such exchanges and interruptions in service from or failures of such exchanges. ● Regulatory measures, if any, that affect the use and value of cryptocurrencies or regulatory or judicial assertions or determinations that certain cryptocurrencies are securities. ● Competition for and among various cryptocurrencies that exist and market preferences and expectations with respect to adoption of individual currencies. ● Actual or perceived manipulation of the markets for cryptocurrencies. ● Actual or perceived connections between cryptocurrencies (and related activities such as mining) and adverse environmental effects or illegal activities. ● Social media posts and other public communications by high-profile individuals relating to specific cryptocurrencies, or listing or other business decisions by cryptocurrency companies relating to specific cryptocurrencies. ● Expectations with respect to the rate of inflation in the economy, monetary policies of governments, trade restrictions, and currency devaluations and revaluations. 26 Cryptocurrency laws, regulations, and accounting standards are often difficult to interpret and are rapidly evolving in ways that are difficult to predict.
Removed
As a result, we may experience difficulty in meeting these reporting requirements in a timely manner. Our independent registered public accounting firm has not conducted an audit of the effectiveness of our internal controls over financial reporting.
Added
Changes in these laws and regulations, or our failure to comply with them, could negatively impact cryptocurrency trading on our platforms. Domestic and foreign regulators and governments are increasingly focused on the regulation of cryptocurrencies. In the United States, cryptocurrencies are regulated by both federal and state authorities, depending on the context of their usage.
Removed
However, in the course of preparing and auditing our consolidated financial statements for the year ended December 31, 2022, we and our independent registered public accounting firm identified one material weakness and other deficiencies in our internal control over financial reporting as of December 31, 2022. According to the U.S.
Added
In addition, certain states have adopted, and others may adopt, new licensing or similar regimes applicable to digital asset business activity (including regimes that can impose requirements relating to recordkeeping, disclosures, cybersecurity, customer protection, and anti-fraud and AML compliance).
Removed
Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
Added
We may be required to obtain additional licenses or approvals (or rely on appropriately licensed third parties) in one or more jurisdictions in order to maintain or expand cryptocurrency trading on our platforms, and there can be no assurance that we will be able to do so in a timely manner or at all.
Removed
The material weakness identified as of December 31, 2022 related to our inability to sufficiently evaluate certain control activities performed by a digital assets service provider as such provider did not have a SOC 1 report.
Added
Cryptocurrency market disruptions and resulting governmental interventions are unpredictable, and might make cryptocurrencies, or certain cryptocurrency business activities, illegal altogether.
Removed
In July 2023, we spun off our digital assets business into a separate entity outside of Webull Corporation and we ceased to provide customers with access to services relating to digital assets trading through our platform and therefore discontinued using such service provider.
Added
As regulation of cryptocurrencies continues to evolve, there is a substantial risk of inconsistent regulatory guidance among federal and state agencies and among state governments which, along with potential accounting and tax issues or other requirements relating to cryptocurrencies, could impede the growth of our cryptocurrency operations.
Removed
In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective.
Added
The current presidential administration and control of Congress in the U.S. also present considerable uncertainty as to future cryptocurrency regulations. Additionally, regulation in response to the climate impact of cryptocurrency mining could negatively impact cryptocurrency trading on our platforms.
Removed
Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is adverse if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us.
Added
The cryptocurrency accounting rules and regulations that we must comply with are complex and subject to interpretation by the FASB, the SEC, and various bodies formed to promulgate and interpret accounting principles.
Removed
In addition, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future.
Added
A change in these rules and regulations or interpretations could have a significant effect on our reported financial results and financial position, and could even affect the reporting of transactions completed before the announcement or effectiveness of a change.
Removed
We may be unable to complete our evaluation testing and any required remediation in a timely manner. 34 During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting.
Added
Further, there are a limited number of precedents for the financial accounting treatment of cryptocurrency assets (including related issues of valuation and revenue recognition), and no official guidance has been provided by the FASB or the SEC. Accordingly, there remains significant uncertainty as to the appropriate accounting for cryptocurrency asset transactions, cryptocurrency assets, and related revenues.
Removed
In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404.
Added
Uncertainties in or changes in regulatory or financial accounting standards could result in the need to change our accounting methods and/or restate our financial statements, and could impair our ability to provide timely and accurate financial information, which could adversely affect our financial statements, and result in a loss of investor confidence.
Removed
If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information.
Added
In addition, future regulatory actions or policies, including, for instance, the assertion of jurisdiction by domestic and foreign regulators and governments over cryptocurrency and cryptocurrency markets could limit or restrict cryptocurrency usage, custody, or trading, or the ability to convert cryptocurrencies to fiat currencies. This includes recent legislative actions related to the CLARITY Act and GENIUS Act.
Removed
This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our shares.
Added
If such legislation is enacted, implemented, or interpreted in a manner applicable to our cryptocurrency operations, we could be required to make significant operational changes and incur increased compliance costs.
Removed
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.
Added
In addition, regulators could request or require that we cease offering certain cryptocurrency products or services (including in particular jurisdictions or with respect to particular assets), which could result in the suspension or termination of product offerings, financial losses, and negative publicity.
Removed
Risks Relating to Ownership of Securities of Webull Webull Warrants and Incentive Warrants will become exercisable for Webull Class A Ordinary Shares, which would increase the number of Webull shares eligible for future resale in the public market and result in dilution to Webull shareholders.
Added
The current presidential administration and control of Congress in the U.S. also present considerable uncertainty as to such regulatory actions or policies. U.S. regulatory authorities have recently undertaken coordinated efforts to develop a more comprehensive regulatory framework for digital assets and related market participants.
Removed
Further, the terms of the Webull Warrants or Webull Incentive Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Webull Warrants or Webull Incentive approve of such amendment.
Added
For example, the SEC has established a dedicated task force focused on digital asset markets, and the SEC and CFTC have issued public statements regarding their respective roles and oversight of certain digital asset activities.
Removed
As a result, the exercise price of such warrants could be increased, the exercise period could be shortened and the number of shares of Webull Class A Ordinary Shares purchasable upon exercise of such warrants could be decreased, all without your approval.
Added
These initiatives, including potential rulemakings, interpretive guidance, enforcement priorities, or legislative developments, may clarify, expand, or reallocate regulatory jurisdiction over aspects of cryptocurrency trading, custody, listing, staking, or other related services.
Removed
Webull Warrants to purchase an aggregate of up to 17,271,990 Webull Class A Ordinary Shares will become exercisable in accordance with the terms of the Warrant Assignment Agreement. The exercise price of the Webull Warrants will be US$11.50 per share (subject to adjustment pursuant to the Warrant Assignment Agreement).
Added
The outcome of these efforts remains uncertain, and new or revised regulatory frameworks could materially increase our compliance obligations, impose additional licensing or registration requirements on us or our third-party service providers, restrict the availability of certain digital assets on our platforms, or otherwise adversely affect our cryptocurrency operations, financial condition, and results of operations.
Removed
Incentive Warrants to purchase up to 20,913,089 Webull Class A Ordinary Shares will also become exercisable in accordance with the terms of the Incentive Warrant Agreement governing those securities. The initial exercise price of the Incentive Warrants will be US$10.00 per share (subject to adjustment pursuant to the Incentive Warrant Agreement).
Added
Our continued efforts to expand our business internationally also subject us to additional laws, regulations, or other government or regulatory scrutiny. Various foreign jurisdictions have adopted, and may continue to adopt laws, regulations or directives that affect a crypto-asset industry participants, the crypto-asset markets, and their users, particularly trading platforms and service providers that fall within such jurisdictions’ regulatory scope.
Removed
The Webull Warrants and Incentive Warrants will become exercisable 30 days after the completion of the Business Combination, except as Webull will not be obligated to deliver any Webull Class A Ordinary Shares pursuant to the exercise of Webull Warrants and Incentive Warrants and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Webull Class A Ordinary Shares underlying the respective warrants is then effective and a prospectus relating thereto is current, subject to our satisfying Webull’s obligations with respect to registration, or a valid exemption from registration is available.
Added
We will continue to monitor developments in applicable laws, regulations, and regulatory guidance in the jurisdictions in which we operate or seek to operate.
Removed
To the extent such Webull Warrants or Incentive Warrants are exercised, additional Webull Class A Ordinary Shares will be issued, which will result in dilution to the existing holders of Webull Class A Ordinary Shares and increase the number of Webull shares eligible for resale in the public market.
Added
In addition, any failure to comply with any applicable laws and regulations could result in regulatory fines, suspensions of personnel or other sanctions, including revocation of our registration or that of our subsidiaries, which could, among other things, require changes to our business practices and scope of operations or harm our reputation, which, in turn could have a material adverse effect on our results of operations, financial condition or business.
Removed
Sales of substantial numbers of such shares in the public market or the fact that such Webull Warrants and Incentive Warrants may be exercised could adversely affect the market price of Webull Class A Ordinary Shares.
Added
In addition, new laws or regulations, or new interpretations of existing laws or regulations, could have a materially adverse impact on our ability to operate as currently intended, or require us to obtain additional or newly-created registrations or licenses in the future and cause us to incur significant expense in order to ensure compliance. 27 Any inability to maintain adequate relationships with third-party banks, market makers, exchanges, and liquidity providers with respect to, and any inability to settle customer trades related to, our cryptocurrency offerings would disrupt our ability to offer cryptocurrency trading to customers.
Removed
However, there is no guarantee that the Webull Warrants or Incentive Warrants will ever be “in the money” while they are exercisable and/or prior to their expiration, and as such, the Webull Warrants or Incentive Warrants may expire worthless. For more information on our warrants, including conditions to their exercisability, please see “ Item 12.
Added
We rely on third-party banks, market makers, exchanges and liquidity providers to provide cryptocurrency products and services to our customers. The cryptocurrency market operates 24 hours a day, seven days a week.
Removed
Description of Securities Other Than Equity Securities — B.
Added
The cryptocurrency market does not have a centralized clearinghouse, and the transactions in cryptocurrencies on our platforms rely on direct settlements between us and our market makers, exchanges or liquidity providers after customer trades are executed.
Removed
Warrants and Rights. ” The Incentive Warrant Agreement and the Warrant Assignment Agreement provide that the terms of the Webull Warrants or the Webull Incentive Warrants may be amended without the consent of any holder for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein, or adding or changing any other provisions with respect to matters or questions arising under the Incentive Warrant Agreement and the Warrant Assignment Agreement, respectively, as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the holders of warrants; provided that the approval by the holders of at least 50% of the outstanding Webull Warrants or Webull Incentive Warrants is required to make any change that adversely affects the interests of the registered holders of Webull Warrants or Webull Incentive Warrants, as applicable.
Added
Accordingly, we rely on third-party banks to facilitate cash settlements with customers’ brokerage accounts and we rely on the ability of market makers and liquidity providers to complete cryptocurrency settlements with us to obtain cryptocurrency for customer accounts.
Removed
Further, solely with respect to any amendment to the terms of the Webull Private Warrants or any provision of the Warrant Assignment Agreement with respect to the Webull Private Warrants, at least a majority of the number of then outstanding Webull Private Warrants is required to approve such modifications or amendments that may adversely affect a holder of Webull Private Warrants.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

122 edited+123 added−42 removed142 unchanged
Our interest income on customer bank deposits remained consistent between 2023 and 2024 despite growth in our average customer bank deposit balances as a result of launching our off-balance sheet sweep program in April 2023. The launch of our off-balance sheet sweep program had the effect of lowering our annual yield from 3.83% during 2023 to 2.55% during 2024.
Our interest income on customer bank deposits remained consistent between 2023 and 2024 despite growth in our average customer bank deposit balances as a result of launching our off-balance sheet sweep program in April 2023. The launch of our off-balance sheet sweep program had the effect of lowering our annual yield from 3.83% during 2023 to 2.55% during 2024.
Investors are encouraged to review the historical non-GAAP financial measures to the most directly comparable GAAP measures. Adjusted operating income and adjusted net income presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data.
Investors are encouraged to review the historical non-GAAP financial measures to the most directly comparable GAAP measures. Adjusted operating expenses, adjusted operating income and adjusted net income presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data.
The assumptions we use in the valuation model are based on future expectations combined with management judgment, with inputs of numerous objective and subjective factors, to determine the fair value of our ordinary shares, including the following factors: ● our operating and financial performance; ● current business conditions and projections; 123 ● our stage of development; ● the prices, rights, preferences and privileges of our convertible redeemable preferred shares to our ordinary shares; ● the likelihood of achieving a liquidity event for the ordinary shares underlying these share-based awards, such as an initial public offering; ● any adjustment necessary to recognize a lack of marketability for our ordinary shares; and the market performance of industry peers.
The assumptions we use in the valuation model are based on future expectations combined with management judgment, with inputs of numerous objective and subjective factors, to determine the fair value of our ordinary shares, including the following factors: ● our operating and financial performance; ● current business conditions and projections; 108 ● our stage of development; ● the prices, rights, preferences and privileges of our convertible redeemable preferred shares to our ordinary shares; ● the likelihood of achieving a liquidity event for the ordinary shares underlying these share-based awards, such as an initial public offering; ● any adjustment necessary to recognize a lack of marketability for our ordinary shares; and the market performance of industry peers.
Actual results could differ from those estimates 120 Asset Acquisitions We account for the acquisition of an entity as an asset acquisition when substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
Actual results could differ from those estimates Asset Acquisitions We account for the acquisition of an entity as an asset acquisition when substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
Handling charge income — Our handling charge income includes our commissions and platform trading fees charged to customers of our foreign broker-dealers as well as other trade fees charged to customers which represent pass-thru of trading fees charged to us by regulatory authorities and exchange fees passed through to us by market makers.
Handling charge income — Our handling charge income primarily includes our commissions and platform trading fees charged to customers of our foreign broker-dealers as well as other trade fees charged to customers which represent pass-thru of trading fees charged to us by regulatory authorities and exchange fees passed through to us by market makers.
(4) Customer assets refer to the sum of the fair value of all equities, ETFs, options, warrants, futures, and cash held by customers in their Webull brokerage accounts, net of customer margin balances, as of the record date.
(4) Customer assets refer to the sum of the fair value of all equities, ETFs, options, warrants, futures, digital assets and cash held by customers in their Webull brokerage accounts, net of customer margin balances, as of the record date.
For example, we rolled out “Webull Lite” in April 2024, an easier-to-use version of the Webull App designed to better serve customers who are new to investing and preferred a more simplified experience. 94 While not all forms of customer engagement with our platform directly contribute to revenues or otherwise impact our results of operations, as more users join our platform and engage with new and existing features, products, and services, we expect to generate more revenue over time.
For example, we rolled out “Webull Lite” in April 2024, an easier-to-use version of the Webull App designed to better serve customers who are new to investing and preferred a more simplified experience. 79 While not all forms of customer engagement with our platform directly contribute to revenues or otherwise impact our results of operations, as more users join our platform and engage with new and existing features, products, and services, we expect to generate more revenue over time.
Cash flows from financing activities Net cash provided by financing activities for the year ended December 31, 2024 was $40.3 million, which represents proceeds from the sale of 1,215,817 of Series D preferred shares.
Net cash provided by financing activities for the year ended December 31, 2024 was $40.3 million, which represents proceeds from the sale of 1,215,817 of Series D preferred shares.
We strive to make Webull the platform of choice for everyone who takes investing seriously. 92 We generate revenues primarily via transaction-based trading activities and interest related income primarily in connection with stock lending and margin financing services provided to our customers. The following tables set forth our key operating and financial metrics as of and for the periods indicated.
We strive to make Webull the platform of choice for everyone who takes investing seriously. We generate revenues primarily via transaction-based trading activities and interest related income primarily in connection with stock lending and margin financing services provided to our customers. 77 The following tables set forth our key operating and financial metrics as of and for the periods indicated.
Net income (loss) As a result of the foregoing, our net income decreased from $5.8 million for the year ended December 31, 2023 to a net loss of $23.2 million for the year ended December 31, 2024. 109 Net loss attributable to noncontrolling interest On January 18, 2023, we acquired an 80.1% equity interest in PT Mahastra Andalan Sekuritas, subsequently renamed PT Webull Sekuritas Indonesia.
Net income (loss) As a result of the foregoing, our net income decreased from $5.8 million for the year ended December 31, 2023 to a net loss of $23.2 million for the year ended December 31, 2024. 97 Net loss attributable to noncontrolling interest On January 18, 2023, we acquired an 80.1% equity interest in PT Mahastra Andalan Sekuritas, subsequently renamed PT Webull Sekuritas Indonesia.
In particular, tariffs, inflation, tax rates, fluctuations in interest rates and any other unfavorable changes in market conditions can have a material impact on investor sentiment and trading volume, resulting in fluctuation in our trading revenues and interest related revenues. 95 Key Components of Results of Operations Revenues We generate revenues primarily from our equity and option order flow rebates and interest related income.
In particular, tariffs, inflation, tax rates, fluctuations in interest rates and any other unfavorable changes in market conditions can have a material impact on investor sentiment and trading volume, resulting in fluctuation in our trading revenues and interest related revenues. 80 Key Components of Results of Operations Revenues We generate revenues primarily from our equity and option order flow rebates and interest related income.
Deferred income taxes reflect the effect of temporary differences and carryforwards that we recognize for financial reporting and income tax purposes at enacted tax rates expected to be in effect when taxes are actually paid or recovered. 121 We account for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”).
Deferred income taxes reflect the effect of temporary differences and carryforwards that we recognize for financial reporting and income tax purposes at enacted tax rates expected to be in effect when taxes are actually paid or recovered. 106 We account for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”).
However, if the book value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. As of December 31, 2024, we performed a qualitative assessment of our goodwill.
However, if the book value of a reporting unit exceeds its fair value, an impairment loss will be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. As of December 31, 2025, we performed a qualitative assessment of our goodwill.
Our outstanding awards were determined to be equity awards and are classified as such as of December 31, 2024 and 2023. ASC 718 requires share-based compensation to be based on fair value. The fair value of our share-based awards is measured at the grant date which is when vesting commences.
Our outstanding awards were determined to be equity awards and are classified as such as of December 31, 2024 and 2025. ASC 718 requires share-based compensation to be based on fair value. The fair value of our share-based awards is measured at the grant date which is when vesting commences.
We believe that both adjusted operating income and adjusted net income helps identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in income from continuing operations, before income taxes, and net income attributable to the Company.
We believe that adjusted operating expenses, adjusted operating profit and adjusted net income helps identify underlying trends in our business that could otherwise be distorted by the effect of certain expenses that we include in operating expenses, income from continuing operations, before income taxes, and net income attributable to the Company.
The discussion should be read together with (i) the financial statements of Webull as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024, and the related notes thereto, included elsewhere in this Report.
The discussion should be read together with (i) the financial statements of Webull as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, and the related notes thereto, included elsewhere in this Report.
Our brokerage and transaction expenses increased by $12.9 million from $66.4 million for the year ended December 31, 2023 to $79.3 million for the year ended December 31, 2024, primarily consisting of a $8.9 million increase in clearing and handling expenses due to increased equity and options contract volume and a $3.3 million increase in our market and data fees as a result of launching in new markets.
Our brokerage and transaction expenses increased by $12.9 million from $66.4 million for the year ended December 31, 2023 to $79.3 million for the year ended December 31, 2024, primarily consisting of a $8.9 million increase in clearing and handling expenses due to increased equity and options contract volume and a $3.3 million increase in our market and data fees as a result of launching in new markets. 96 Technology and development.
For eligible customers who have entered into the relevant margin trading agreement with us and our clearing partner, our clearing partner provides the following services during the extension of margin and earns margin interests from the provision of the margin: ● extends margin to them and permits them to buy or short securities on margin; ● performs margin management and maintenance according to the related regulatory rules and their house rules, and communicates to the customers via our platform; and ● buys in, liquidates or sells out positions in its discretion, if it deems such actions appropriate and regardless of whether the applicable customer’s margin account is then in or about to come into compliance with applicable margin maintenance requirements or other circumstances requested by applicable regulations.
For eligible customers who have entered into the relevant margin trading agreement with us and our clearing partner, our clearing partner provides the following services during the extension of margin and earns margin interests from the provision of the margin: ● extends margin to them and permits them to buy or short securities on margin; ● performs margin management and maintenance according to the related regulatory rules and their house rules, and communicates to the customers via our platform; and ● buys in, liquidates or sells out positions in its discretion, if it deems such actions appropriate and regardless of whether the applicable customer’s margin account is then in or about to come into compliance with applicable margin maintenance requirements or other circumstances requested by applicable regulations. 103 There is no maximum time limit for the extension of margin to customers.
Subsequent to December 31, 2023, we continued migrating our U.S. client non-margin accounts and began migrating our U.S. client margin accounts from a fully disclosed basis to an omnibus basis with our clearing organization, which primarily led to the overall increase in net cash provided by operating activities as we carry our customers’ uninvested cash balances for accounts that are on an omnibus basis.
Subsequent to December 31, 2023, we continued migrating our U.S. client non-margin accounts and began migrating our U.S. client margin accounts from a fully disclosed basis to an omnibus basis with our clearing organization, which primarily led to the overall increase in net cash provided by operating activities as we carry our cus t omers’ uninvested cash balances for accounts that are on an omnibus basis.
Key Factors Affecting Our Results of Operations Our business and operating results are affected by general factors driving the capital markets, digital trading and investment, and other industries in our markets, including demographic and macro-economic growth, technology adoption trends, and the digital transformation of financial service industries.
Key Factors Affecting Our Results of Operations Our business and operating results are affected by general factors driving the capital markets, digital trading and investment, and other industries in our markets, including demographic and macroeconomic growth, technology adoption trends, and the digital transformation of financial service industries.
See Results of Operations section for further information on the revenue changes we experienced for the years ended 2022, 2023, and 2024. Our external revenues from markets outside the United States increased $11.3 million from 2023 driven by continued expansion of our existing business, entry into new markets and strengthening of our market position.
See Results of Operations section for further information on the revenue changes we experienced for the years ended 2023, 2024, and 2025. Our external revenues from markets outside the United States increased $17.3 million from 2024 driven by continued expansion of our existing business, entry into new markets and strengthening of our market position.
Bhd. 5,651 5,000 651 Regulatory capital requirements could restrict our operating entities from expanding their business and declaring dividends if their net capital does not meet regulatory requirements, and it is possible that a regulator could take an adverse action with respect to our operating entities for historical and/or future non-compliance with net capital requirements.
Bhd. 36,586 5,000 31,586 Regulatory capital requirements could restrict our operating entities from expanding their business and declaring dividends if their net capital does not meet regulatory requirements, and it is possible that a regulator could take an adverse action with respect to our operating entities for historical and/or future non-compliance with net capital requirements.
Market information and data fees mainly represent information and data fees that we pay to stock exchanges and market data providers. Handling charge expenses mainly represent handling fees charged by the OCC in connection with the clearing of settled option transactions.
Market information and data fees mainly represent information and data fees that we pay to stock exchanges and market data providers. Handling charge expenses mainly represent handling fees charged by the OCC in connection with the clearing of s ettled option transactions.
Though we may not be the place where our customers first learn about investing, we aim to be the platform they graduate into as they become more informed about investing. Our customers are primarily millennials and Gen Zs, and approximately 77% report having prior investing experience before opening an account with us as of December 31, 2024.
Though we may not be the place where our customers first learn about investing, we aim to be the platform they graduate into as they become more informed about investing. Our customers are primarily millennials and Gen Zs, and 68% report having prior investing experience before opening an account with us as of December 31, 2025.
General and administrative General and administrative expenses primarily consist of employee compensation and benefits, professional services, compliance fees, rental payments on office and related occupancy costs and depreciation and amortization of right-of-use assets.
General and administrative General and administrative expenses primarily consist of employee compensation and benefits, professional services, compliance fees, rental payments on office and related occupancy costs and depreciation and amortization.
In 2022, 2023 and 2024, the total expenses recognized for our referral partners, including the compensation recognized as our costs of free stock promotions and our advertising and promotion costs, amounted to $5.7 million, $10.3 million and $9.4 million, respectively.
In 2023, 2024 and 2025, the total expenses recognized for our referral partners, including the compensation recognized as our costs of free stock promotions and our advertising and promotion costs, amounted to $10.3 million, $9.4 million and $9.9 million, respectively.
Macro-environment and conditions Investment behavior of our customers is affected by the overall macro-environment, including economic, regulatory and market events and conditions, all of which are beyond our control.
Macroenvironment and conditions Investment behavior of our customers is affected by the overall macroenvironment, including economic, regulatory and market events and conditions, all of which are beyond our control.
Our cash accounts at financial institutions are mainly held in U.S. dollar denominated accounts to limit foreign currency risk. As of December 31, 2023 and 2024, 89% and 90% of our total cash balances were held in U.S. dollar denominated accounts, respectively.
Our cash accounts at financial institutions are mainly held in U.S. dollar denominated accounts to limit foreign currency risk. As of December 31, 2024 and 2025, 90% of our total cash balances were held in U.S. dollar denominated accounts.
In 2021, we entered into a sponsored content agreement with Cboe whereby Cboe provides us sponsored content to market and promote Cboe securities products and services. We receive incentive payments that are based upon the level of our marketing and promotional spend. Our service agreement with Nasdaq expired in July 2023.
In 2021, we entered into a sponsored content agreement with Cboe whereby Cboe provides us sponsored content to market and promote Cboe securities products and services. We receive incentive payments that are based upon the level of our marketing and promotional spend.
See Note 18 — Share-Based Compensation within our consolidated financial statements included within this Report for further information on our share-based awards and the share-based compensation we recognized for the years ended December 31, 2024, 2023 and 2022.
See Note 21 — Share-Based Compensation within our consolidated financial statements included within this Report for further information on our share-based awards and the share-based compensation we recognized for the years ended December 31, 2023, 2024 and 2025.
In 2022, 2023 and 2024, our marketing and branding expenses amounted to $140.3 million, $152.3 million and $138.7 million, respectively. Our ability to lower such expenses as a percentage of our total revenues depends on our ability to improve customer acquisition efficiency.
In 2023, 2024 and 2025, our marketing and branding expenses amounted to $152.3 million, $138.7 million and $135.9 million, respectively. Our ability to lower such expenses as a percentage of our total revenues depends on our ability to improve customer acquisition efficiency.
As a digital trading platform, the vast majority of our advertising and promotion costs are incurred for digital advertising such as paid search on search engines and paid social advertising on social network platforms. In 2022, 2023 and 2024, we spent a total of $55.4 million, $58.7 million and $61.9 million on paid search and paid social advertising, respectively.
As a digital trading platform, the vast majority of our advertising and promotion costs are incurred for digital advertising such as paid search on search engines and paid social advertising on social network platforms. In 2023, 2024 and 2025, we spent a total of $58.7 million, $61.9 million and $59.3 million on paid search and paid social advertising, respectively.
Furthermore, we have been constantly improving our existing features, products and services in response to customer feedback and keep our customers engaged.
Furthermore, we are constantly improving our existing features, products and services in response to customer feedback and keep our customers engaged.
Our equity and option order flow revenues are recognized on a trade-date basis when we satisfy our performance obligation by routing a trade order to a market maker or a liquidity provider. 97 The following table sets forth a breakdown of our equity and option order flow rebates by asset type for the periods presented: For the Year Ended December 31, 2022 2023 2024 $ $ $ (in thousands) Equity and option order flow rebates Option order flow rebates 191,784 141,010 135,634 Equity order flow rebates 87,197 51,223 61,436 Total 278,981 192,233 197,070 Interest related income Interest related income primarily consists of revenues generated from (i) stock lending services, (ii) margin financing services, (iii) interest income from customers’ bank deposits, and (iv) interest income from our own corporate bank deposits.
Our equity and option order flow revenues are recognized on a trade-date basis when we satisfy our performance obligation by routing a trade order to a market maker or a liquidity provider. 82 The following table sets forth a breakdown of our equity and option order flow rebates by asset type for the periods presented: For the Year Ended December 31, 2023 2024 2025 $ $ $ (in thousands) Equity and option order flow rebates Option order flow rebates 141,010 135,634 209,964 Equity order flow rebates 51,223 61,436 94,163 Total 192,233 197,070 304,127 Interest related income Interest related income primarily consists of revenues generated from (i) stock lending services, (ii) margin financing services, (iii) interest income from customers’ bank deposits, and (iv) interest income from our own corporate bank deposits.
We serve our customers through a global platform built around self-directed trading and provide our users access to market data from 43 exchanges worldwide as of December 31, 2024.
We serve our customers through a global platform built around self-directed trading and provide our users access to market data from a broad range of exchanges worldwide as of December 31, 2025.
However, we are required to account for free stock and cash promotions paid to certain of our customers as a reduction in revenue, rather than as a marketing and branding expense.
However, we are required to account for free stock and cash promotions paid to certain of our platform users who are determined to be customers as a reduction in revenue, rather than as a marketing and branding expense.
Our non-U.S. subsidiaries operating around the world primarily use the currency of their country of domicile as their functional currency. Each of our non-U.S. subsidiaries’ financial statements is first prepared in its functional currency and then translated into our reporting currency.
Foreign Currency Risk Our consolidated financial statements are prepared using the U.S. dollar as our reporting currency. Our non-U.S. subsidiaries operating around the world primarily use the currency of their country of domicile as their functional currency. Each of our non-U.S. subsidiaries’ financial statements is first prepared in its functional currency and then translated into our reporting currency.
Cash flows from investing activities Net cash used in investing activities for the year ended December 31, 2024 was $2.4 million, consisting primarily of purchases of property, equipment and intangible assets for business expansion. 113 Net cash used in investing activities during the year ended December 31, 2023 was $10.0 million, consisting of $4.5 million of purchases of property and equipment and intangible assets and $5.5 million of net cash paid for the acquisitions of Webull PT Webull Sekuritas Indonesia and Miflink, S.A.P.I. de C.V.
Net cash used in investing activities during the year ended December 31, 2023 was $10.0 million, consisting of $4.5 million of purchases of property and equipment and intangible assets and $5.5 million of net cash paid for the acquisitions of Webull PT Webull Sekuritas Indonesia and Miflink, S.A.P.I. de C.V.
For the year ended December 31, 2023, we had three counterparties who each made up 10% or more of our revenues. Their revenue percentages were 41%, 24% and 11%. For the year ended December 31, 2024, we had three counterparties who each made up 10% or more of our revenues. Their revenue percentages were 24%, 19% and 11%.
For the year ended December 31, 2024, we had three counterparties who each made up 10% or more of our revenues. Their revenue percentages were 24%, 19% and 11%. For the year ended December 31, 2025, we had four counterparties who each made up 10% or more of our revenues. Their revenue percentages were 14%, 14%, 12% and 12%.
Our revenues from external customers amounted to $384.5 million, $374.8 million and $377.3 million in 2022, 2023 and 2024, respectively. The revenues from external customers in various geographic locations are attributable to the operating performance in those markets.
Our revenues from external customers amounted to $374.8 million, $377.3 million and $556.0 million in 2023, 2024 and 2025, respectively. The revenues from external customers in various geographic locations are attributable to the operating performance in those markets.
Interest income from the fully paid securities lending program is difficult to predict as the general demand for borrowing stocks is highly impacted by overall market conditions. Also, hard to borrow stocks can cause volatility in the rate earned between periods. For 2024, our fully paid securities lending income decreased $29.9 million, as compared to 2023.
Fully Paid Securities Lending — Interest income from the fully paid securities lending program is difficult to predict as the general demand for borrowing stocks is highly impacted by overall market conditions. Also, hard to borrow stocks can cause volatility in the rate earned between periods.
Our clearing and operation costs accounted for 66.1, 66.0% and 66.5% of our brokerage and transaction expenses in 2022, 2023 and 2024, respectively.
Our clearing and operation costs accounted for 66.0%, 66.5% and 65.0% of our brokerage and transaction expenses in 2023, 2024 and 2025, respectively.
Share-based compensation We apply the guidance of ASC Topic 718, Compensation — Stock Compensation (ASC 718) with regard to our share-based awards issued to employees and non-employees. Accordingly, we must review each share-based award to determine the appropriate classification as either an equity or liability award.
Our revenue does not include any variable consideration. 107 Share-based compensation We apply the guidance of ASC Topic 718, Compensation — Stock Compensation (ASC 718) with regard to our share-based awards issued to employees and non-employees. Accordingly, we must review each share-based award to determine the appropriate classification as either an equity or liability award.
Concentration risks Concentration of Revenue Of the counterparties with whom we conduct business, there were three counterparties who each made up 10% or more of our revenues for the year ended December 31, 2022. Their revenue percentages were 26%, 22% and 14%.
Concentration Risks Concentration of Revenue Of the counterparties with whom we conduct business, there were three counterparties who each made up 10% or more of our revenues for the year ended December 31, 2023. Their revenue percentages were 41%, 24% and 11%.
The risk of default depends on the creditworthiness of the counterparty or issuer of the instrument. Our policy is to act only as an agent in a transaction and to review the credit standing of each counterparty as necessary. We maintain our cash and cash equivalents and cash segregated under federal and foreign requirements in financial institutions throughout the world.
Our policy is to act only as an agent in a transaction and to review the credit standing of each counterparty as necessary. 104 We maintain our cash and cash equivalents and cash segregated under federal and foreign requirements in financial institutions throughout the world.
The following table sets forth the components of our brokerage and transaction expenses for the periods presented: For the Year Ended December 31, 2022 2023 2024 $ $ $ (in thousands) Brokerage and transaction Clearing and operation costs 39,490 43,833 52,722 Market information and data fees 11,632 12,721 16,056 Handling charge expenses 8,642 9,865 10,529 Total 59,764 66,419 79,307 Clearing and operation costs consist of clearing costs, mainly representing service fees charged by our clearing partner, and operation costs, mainly representing customer verification fees, transaction fees, and customer debit balances for which we are responsible.
The following table sets forth the components of our brokerage and transaction expenses for the periods presented: For the Year Ended December 31, 2023 2024 2025 $ $ $ (in thousands) Brokerage and transaction Clearing and operation costs 43,833 52,722 83,591 Market information and data fees 12,721 16,056 22,676 Handling charge expenses 9,865 10,529 22,482 Total 66,419 79,307 128,749 Clearing and operation costs consist of clearing costs, mainly representing service fees charged by our clearing partner, and operation costs, mainly representing customer verification fees, transaction fees, and customer debit balances for which we are responsible.
Mainland China The standard corporate income tax rate in Mainland China is 25% and 15% for certain qualified enterprises. Our main operating subsidiary in Mainland China has applied and received approval for the reduced corporate income tax rate beginning with the tax year 2023.
Singapore Our Singapore subsidiaries are subject to a corporate income tax rate of 17%. Mainland China The standard corporate income tax rate in Mainland China is 25% and 15% for certain qualified enterprises. Our main operating subsidiary in Mainland China has applied and received approval for the reduced corporate income tax rate beginning with the tax year 2023.
The following table sets forth the components of our revenues by amounts and percentages of our total revenues for the periods presented: For the Year Ended December 31, 2022 2023 2024 $ % $ % $ % (in thousands) Revenues: Equity and option order flow rebates 278,981 71.8 % 192,233 49.3 % 197,070 50.5 % Interest related income 91,882 23.7 % 155,792 40.0 % 130,452 33.4 % Handling charge income(1) 8,500 2.2 % 30,678 7.9 % 49,045 12.6 % Other revenues 8,970 2.3 % 10,900 2.8 % 13,663 3.5 % Total revenues 388,333 100.0 % 389,603 100.0 % 390,230 100.0 % Note: (1) Promotional expenses paid to certain of our customers are required to be recorded as a reduction of revenue, rather than as a marketing and branding expense.
The following table sets forth the components of our revenues by amounts and percentages of our total revenues for the periods presented: For the Year Ended December 31, 2023 2024 2025 $ % $ % $ % (in thousands) Revenues: Equity and option order flow rebates 192,233 49.3 % 197,070 50.5 % 304,127 53.3 % Interest related income 155,792 40.0 % 130,452 33.4 % 154,256 27.0 % Handling charge income (1) 30,678 7.9 % 49,045 12.6 % 87,294 15.3 % Other revenues (1) 10,900 2.8 % 13,663 3.5 % 25,319 4.4 % Total revenues 389,603 100.0 % 390,230 100.0 % 570,996 100.0 % Note: (1) Promotional expenses paid to certain of our customers are required to be recorded as a reduction of revenue, rather than as a marketing and branding expense.
Customer Bank Deposits — Our customer bank deposit growth is attributable to the growth in our funded accounts between 2022 and 2024. We experienced an increase in interest income on customer bank deposits of $42.6 million between 2022 and 2023 due to the impact of the higher average federal funds rate in 2023.
We experienced an increase in interest income on customer bank deposits of $42.6 million between 2022 and 2023 due to the impact of the higher average federal funds rate in 2023.
We are unable to use the Syndicated Loan for general corporate purposes. See Note 29 – Subsequent Events to the consolidated financial statements for more details on the Syndicated Loan. 112 We believe that our current cash and cash equivalents will be sufficient to meet our anticipated working capital requirements and capital expenditures for at least the next 12 months.
We are unable to use the Syndicated Loan for general corporate purposes. See Note 15 – Revolving Credit Agreement for more details on the Syndicated Loan. We believe that our current cash and cash equivalents will be sufficient to meet our anticipated working capital requirements and capital expenditures for at least the next 12 months.
Recently Issued Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in Note 3 to our consolidated financial statements included elsewhere in this Report.
Recently Issued Accounting Pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in Note 3 to our consolidated financial statements included elsewhere in this Report. ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.
We share certain shareholder information with the third-party, enabling them to distribute materials to shareholders, such as documents related to shareholder meetings and voting instructions. Our revenue comes from a portion of the payments the third party receives from issuers.
Revenue from proxy rebates represents income generated through our collaboration with a third-party investor communications company. We share certain shareholder information with the third-party, enabling them to distribute materials to shareholders, such as documents related to shareholder meetings and voting instructions. Our revenue comes from a portion of the payments the third party receives from issuers.
A customer may be extended margin by our clearing partner so long as his or her margin account has sufficient cash to pay margin interest and no margin calls are triggered by his or her trading positions. 117 On the other hand, during the extension of margin by our clearing partner, we are obligated to: ● communicate with the customers on the margin requirements made by our clearing partner and advise the customers of any changes of such requirements; and ● pay our clearing partner an amount equal to the value of any unsecured debit balance or short position (on a “mark to market” basis) in a given customer’s margin account if that position has not been promptly resolved by payment or delivery (to the extent that our clearing partner decides to charge us for the value of such unsecured debit balance or short position).
On the other hand, during the extension of margin by our clearing partner, we are obligated to: ● communicate with the customers on the margin requirements made by our clearing partner and advise the customers of any changes of such requirements; and ● pay our clearing partner an amount equal to the value of any unsecured debit balance or short position (on a “mark to market” basis) in a given customer’s margin account if that position has not been promptly resolved by payment or delivery (to the extent that our clearing partner decides to charge us for the value of such unsecured debit balance or short position).
(2) Balance includes both our on-balance sheet margin loans and the off-balance sheet margin loans of our platform users’ that are administered on a fully-introduced basis with Apex Clearing. (3) Balance represents the value of the platform users’ securities that are enrolled in Apex Clearing’s fully paid stock lending program. (4) Represents the average of month-end balances for the period.
(2) Balance includes both our on-balance sheet margin loans and the off-balance sheet margin loans of our platform users’ that are administered on a fully-introduced basis with Apex Clearing. (3) Balance represents the value of the platform users’ securities that are enrolled in Apex Clearing’s fully paid stock lending program on either a fully-introduced or on an omnibus basis.
Fair value of our ordinary shares Prior to our initial public offering, we were a private company with no quoted market prices for our ordinary shares.
Fair value of our ordinary shares Prior to the Business Combination, we were a private company with no quoted market prices for our ordinary shares.
We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure. The table below sets forth a reconciliation of our adjusted operating income to income (loss) from continuing operations, before income taxes.
We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure. 90 The table below sets forth a reconciliation of our adjusted operating expenses.
The following table sets forth the components of our marketing and branding expenses for the periods presented: For the Year Ended December 31, 2022 2023 2024 $ $ $ (in thousands) Marketing and branding Advertising and promotions 92,412 92,182 108,191 Free stock promotions 40,372 55,226 23,980 Employee compensation and benefits 7,497 4,850 6,550 Total 140,281 152,258 138,721 Our advertising and promotion costs represent our expenditures in advertising marketing and branding activities.
The following table sets forth the components of our marketing and branding expenses for the periods presented: For the Year Ended December 31, 2023 2024 2025 $ $ $ (in thousands) Marketing and branding Advertising and promotions 92,182 108,191 111,073 Free stock promotions 55,226 23,980 14,771 Employee compensation and benefits 4,850 6,550 10,103 Total 152,258 138,721 135,947 Our advertising and promotion costs represent our expenditures in advertising marketing and branding activities.
The following table sets forth the components of our technology and development expenses for the periods presented: For the Year Ended December 31, 2022 2023 2024 $ $ $ (in thousands) Technology and development Employee compensation benefits 34,382 35,112 43,400 Cloud services fees 8,929 11,806 13,280 System costs 3,462 5,238 7,160 Total 46,773 52,156 63,840 102 Marketing and branding Marketing and branding expenses primarily consist of advertising and promotion costs, costs of free stock promotions, and expenses for personnel engaged in marketing and business development activities.
The following table sets forth the components of our technology and development expenses for the periods presented: For the Year Ended December 31, 2023 2024 2025 $ $ $ (in thousands) Technology and development Employee compensation benefits 35,112 43,400 55,559 Cloud services fees 11,806 13,280 14,316 System costs 5,238 7,160 9,309 Total 52,156 63,840 79,184 87 Marketing and branding Marketing and branding expenses primarily consist of advertising and promotion costs, costs of free stock promotions, and expenses for personnel engaged in marketing and business development activities.
For the Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 Registered users (1) (in millions) 13.6 14.4 15.3 16.2 17.3 18.3 19.0 19.8 20.6 21.1 22.1 23.3 Funded accounts (2) (in millions) 3.5 3.6 3.6 3.7 3.9 4.1 4.1 4.3 4.3 4.4 4.5 4.7 Quarterly retention rate (3) 96.5 % 97.3 % 97.8 % 97.9 % 98.0 % 97.5 % 97.4 % 98.2 % 97.3 % 97.9 % 98.4 % 98.3 % Customer assets (4) (US$ in billions) 8.7 6.8 6.6 5.9 6.9 7.5 7.2 8.2 8.7 9.7 11.5 13.6 DARTs (5) (in thousands) 752 685 690 629 705 639 603 560 640 646 707 777 Equity notional volume (6) (US$ in billions) 107 98 94 89 96 90 93 92 111 102 119 128 Options contracts (7) (in millions) 91 85 97 97 104 105 113 108 112 118 119 112 Our platform is a self-directed investment platform.
For the Three Months Ended March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 Registered users (1) (in millions) 17.3 18.3 19 19.8 20.6 21.1 22.1 23.3 24.1 24.9 25.9 26.8 Funded accounts (2) (in millions) 3.9 4.1 4.1 4.3 4.3 4.4 4.5 4.7 4.7 4.7 4.9 5.0 Quarterly retention rate (3) 98 % 97.5 % 97.4 % 98.2 % 97.3 % 97.9 % 98.4 % 98.3 % 97.5 % 97.1 % 97.7 % 96.9 % Customer assets (4) (US$ in billions) 6.9 7.5 7.2 8.2 8.7 9.7 11.5 13.6 12.6 15.9 21.2 24.6 DARTs (5) (in thousands) 705 639 603 560 640 646 707 777 924 1008 1101 1202 Equity notional volume (6) (US$ in billions) 96 90 93 92 111 102 119 128 128 161 204 239 Options contracts (7) (in millions) 104 105 113 108 112 118 119 112 121 127 147 154 Our platform is a self-directed investment platform.
In 2022, 2023 and 2024, we recognized $27.8 million, $30.1 million and $24.8 million, respectively in advertising and promotion costs attributable to the Brooklyn Nets sponsorship. The Brooklyn Nets sponsorship ended during September 2024.
In 2023 and 2024, we recognized $30.1 million and $24.8 million, respectively, in advertising and promotion costs attributable to the Brooklyn Nets sponsorship. The Brooklyn Nets sponsorship ended during September 2024; therefore, no such costs were incurred in 2025.
Ltd. 8,128 2,000 6,128 115 As of December 31, 2024 Net Tangible Assets Net Tangible Asset Requirement Excess Net Tangible Assets (AUD in thousands) Webull Securities (Australia) Pty.
Ltd. 10,033 2,000 8,033 As of December 31, 2025 Net Tangible Assets Net Tangible Asset Requirement Excess Net Tangible Assets (AUD in thousands) Webull Securities (Australia) Pty.
The decrease is primarily due to the migration of our U.S. client accounts to an omnibus clearing arrangement with Apex Clearing, as fully paid stock lending was not available to such migrated accounts for the majority of the year. We had more client accounts on an omnibus clearing arrangement with Apex Clearing during 2024 than compared to 2023.
For 2024, our fully paid securities lending income decreased $29.9 million, as compared to 2023. The decrease is primarily due to the migration of our U.S. client accounts to an omnibus clearing arrangement with Apex Clearing, as fully paid stock lending was not available to such migrated accounts for the majority of the year.
Concentration of Receivables As of December 31, 2023 and 2024, we had one counterparty with current, outstanding receivable balances exceeding 10% of our receivables from brokers, dealers, and clearing organization representing 76% and 85% of such receivables. Concentration of Execution and Clearing We rely on third parties for the execution and clearing of trades requested by customers.
As of December 31, 2025, we had two counterparties with current, outstanding receivable balances exceeding 10% of our receivables from brokers, dealers, and clearing organization representing 73% and 17% of such receivables, respectively. Concentration of Execution and Clearing We rely on third parties for the execution and clearing of trades requested by customers.
For the years ended December 31, 2022, 2023 and 2024, we classified $0.54 million, $0.52 million and $3.6 million, respectively, of promotional expenses as a reduction to handling charge income. 103 Our marketing and branding expenses also include the compensation to our referral partners.
For the years ended December 31, 2023, 2024 and 2025, we classified $0.52 million, $3.6 million and $21.2 million, respectively, of promotional expenses as a reduction to revenue. 88 Our marketing and branding expenses also include the compensation to our referral partners.
Nevertheless, with our continuous growth in scale and further optimization of our operational capabilities, we believe our continued commitment to operational efficiency and investment in technology will fuel our growth, and reinforce economies of scale to optimize our operating margin.
Nevertheless, with our continuous growth in scale and further optimization of our operational capabilities, including through the adoption and implementation of artificial intelligence across our business operations, we believe our continued commitment to operational efficiency and investment in technology will fuel our growth, and reinforce economies of scale to optimize our operating margin.
The following table sets forth the components of our interest related income for the periods presented: For the Year Ended December 31, 2022 2023 2024 $ $ $ (in thousands) Interest related income Interest related income from stock lending 46,312 56,052 26,090 Interest related income from margin financing 22,162 23,227 29,962 Interest income from customer bank deposits 19,082 61,680 61,476 Interest income from corporate bank deposits 4,326 14,833 12,924 Total 91,882 155,792 130,452 98 The following table summarizes interest-earning assets, the revenue generated by these assets, and their respective yields for the years ended December 31, 2024, 2023 and 2022.
The following table sets forth the components of our interest related income for the periods presented: For the Year Ended December 31, 2023 2024 2025 $ $ $ (in thousands) Interest related income Interest related income from stock lending 56,052 26,090 28,531 Interest related income from margin financing 23,227 29,962 39,203 Interest income from customer bank deposits 61,680 61,476 71,559 Interest income from corporate bank deposits 14,833 12,924 14,963 Total 155,792 130,452 154,256 83 The following table summarizes interest-earning assets, the revenue generated by these assets, and their respective yields for the years ended December 31, 2025, 2024 and 2023.
Consequently, there were no discontinued operations operating, investing or financing cash flows for the year ended December 31, 2024. Cash flows from operating activities Net cash provided by operating activities for the year ended December 31, 2024 was $185.2 million, as compared to net loss of $23.2 million for the year ended December 31, 2024.
Consequently, there were no discontinued operations operating, investing or financing cash flows for the years ended December 31, 2024 and December 31, 2025. Cash flows from operating activities Net cash provided by operating activities for the year ended December 31, 2025 was $566.4 million, as compared to net income of $24.4 million for the year ended December 31, 2025.
For the years ended December 31, 2022, 2023 and 2024, we recorded $0.54 million, $0.52 million and $3.6 million, respectively, in promotional expenses as a reduction to handling charge income.
For the years ended December 31, 2023, 2024 and 2025, we recorded $0.52 million, $3.6 million and $19.8 million, respectively, in promotional expenses as a reduction to handling charge income. In addition, we recorded $1.3 million in promotional expenses as a reduction to other revenues for the year ended December 31, 2025.
Operating expenses The following table sets forth the components of our operating expenses by amounts and percentages of operating expenses for the periods presented: For the Year Ended December 31, 2022 2023 2024 $ % $ % $ % (in thousands) Operating expenses Brokerage and transaction 59,764 18.7 % 66,419 18.1 % 79,307 19.6 % Technology and development 46,773 14.6 % 52,156 14.2 % 63,840 15.8 % Marketing and branding 140,281 43.9 % 152,258 41.5 % 138,721 34.3 % General and administrative 72,960 22.8 % 95,790 26.2 % 122,715 30.3 % Total operating expenses 319,778 100.0 % 366,623 100.0 % 404,583 100.0 % 101 Brokerage and transaction Brokerage and transaction expenses primarily consist of clearing and operation costs, market information and data fees, and handling charge expenses.
Operating expenses The following table sets forth the components of our operating expenses by amounts and percentages of operating expenses for the periods presented: For the Year Ended December 31, 2023 2024 2025 $ % $ % $ % (in thousands) Operating expenses Brokerage and transaction 66,419 18.1 % 79,307 19.6 % 128,749 25.1 % Technology and development 52,156 14.2 % 63,840 15.8 % 79,184 15.4 % Marketing and branding 152,258 41.5 % 138,721 34.3 % 135,947 26.5 % General and administrative 95,790 26.2 % 122,715 30.3 % 168,643 33.0 % Total operating expenses 366,623 100.0 % 404,583 100.0 % 512,523 100.0 % 86 Brokerage and transaction Brokerage and transaction expenses primarily consist of clearing and operation costs, market information and data fees, and handling charge expenses.
Financial institutions in the U.S., mainland China, and Hong Kong hold 72%, 10%, 5%, respectively, of our total cash as of December 31, 2023. As of December 31, 2024, financial institutions in the U.S., mainland China and Hong Kong hold 81%, 2% and 6%, respectively, of our total cash. Our cash in accounts at financial institutions exceed insured limits.
Financial institutions in the U.S. and Hong Kong hold 81% and 6%, respectively, of our total cash as of December 31, 2024. As of December 31, 2025, financial institutions in the U.S. and Hong Kong hold 69% and 14%, respectively, of our total cash. Our cash in accounts at financial institutions exceed insured limits.
The following table sets forth a breakdown of our revenues generated from trading activities for each of the key types of assets traded on our platform for the periods presented: For the Year Ended December 31, 2022 2023 2024 $ $ $ (in thousands) Revenues generated from trading activities for: Equities 87,197 51,223 61,435 Options(1) 199,632 169,241 164,017 Total 286,829 220,464 225,452 Note: (1) The revenues generated from trading activities for options also included option handling income, which amounted to $8.2 million, $28.2 million, and $28.1 million for the years ended December 31, 2022, 2023 and 2024, respectively. 96 The following table sets forth a breakdown of our revenues generated from external customers, excluding interest income arising from our corporate bank deposits, by geographic region for the periods presented: For the Year Ended December 31, 2022 2023 2024 $ $ $ (in thousands) Revenues: USA 375,653 363,746 355,022 Hong Kong 6,428 5,067 6,692 Singapore 1,627 5,591 10,923 Others 299 366 4,669 Total 384,007 374,770 377,306 Note: (1) The revenues from external customers did not include interest income arising from our corporate bank deposits, which amounted to $4.3 million, $14.8 million and $12.9 million for the years ended December 31, 2022, 2023 and 2024, respectively.
The following table sets forth a breakdown of our revenues generated from trading activities for each of the key types of assets traded on our platform for the periods presented: For the Year Ended December 31, 2023 2024 2025 $ $ $ (in thousands) Revenues generated from trading activities for: Equities 51,223 61,435 94,163 Options (1) 169,241 164,017 237,542 Total 220,464 225,452 331,705 Note: (1) The revenues generated from trading activities for options also included option handling income, which amounted to $28.2 million, $28.4 million and $27.6 million for the years ended December 31, 2023, 2024 and 2025, respectively. 81 The following table sets forth a breakdown of our revenues generated from external customers, excluding interest income arising from our corporate bank deposits, by geographic region for the periods presented: For the Year Ended December 31, 2023 2024 2025 $ $ $ (in thousands) Revenues: United States 363,746 355,022 516,465 Canada - 1,654 8,305 Hong Kong 5,067 6,692 6,770 Singapore 5,591 10,923 13,155 Others 366 3,015 11,338 Total 374,770 377,306 556,033 Note: (1) The revenues from external customers does not include interest income arising from our corporate bank deposits, which amounted to $14.8 million, $12.9 million and $14.9 million for the years ended December 31, 2023, 2024 and 2025, respectively.
Hong Kong SAR Our Hong Kong subsidiaries are subject to a profit tax rate of 16.5% under the current Hong Kong Inland Revenue Ordinance on their taxable income generated from operations in Hong Kong. Singapore Our Singapore subsidiaries are subject to a corporate income tax rate of 17%.
United States Our subsidiaries located in the United States are subject to a federal income tax rate of 21% for domestic taxable income earned. 89 Hong Kong SAR Our Hong Kong subsidiaries are subject to a profit tax rate of 16.5% under the current Hong Kong Inland Revenue Ordinance on their taxable income generated from operations in Hong Kong.
Our discontinued operations had no cash flows from financing activities for the years ended December 31, 2022 and had cash used in financing activities of $11.9 million in 2023, which represents the discontinued operations aggregate distributions made to its parent entity.
Our discontinued operations had cash used in financing activities of $11.9 million in 2023, which represents the discontinued operations aggregate distributions made to its parent entity.
(in thousands) Corporate Bank Deposits Customer Bank Deposits (1) Margin Lending (2) Fully Paid Securities Lending (3) Total Interest Income 2024 Interest income $ 12,924 $ 61,476 $ 29,962 $ 26,090 $ 130,452 Average balance (4) $ 344,029 $ 2,406,173 $ 357,880 $ 3,521,036 Annual yield (6) 3.76 % 2.55 % 8.37 % 0.74 % 2023 Interest income $ 14,833 $ 61,680 $ 23,227 $ 56,052 $ 155,792 Average balance (4) $ 401,177 $ 1,612,125 $ 261,077 $ 3,436,917 Annual yield (6) 3.70 % 3.83 % 8.90 % 1.63 % 2022 Interest income $ 4,326 $ 19,082 $ 22,162 $ 46,312 $ 91,882 Average balance (4) $ 408,204 $ 1,486,886 $ 313,430 $ 4,289,891 Annual yield (6) 1.06 % 1.28 % 7.07 % 1.08 % Notes: (1) Includes cash and cash equivalents segregated under federal and foreign requirements, customers’ cash that is participating in our off-balance sheet cash sweep program (launched in April 2023), and cash of our platform users who are on a fully introduced basis with Apex Clearing.
(in thousands) Corporate Bank Deposits Customer Bank Deposits (1) Margin Lending (2) Fully Paid Securities Lending (3) Total Interest Income 2025 Interest income $ 14,963 $ 71,559 $ 39,203 $ 28,531 $ 154,256 Average balance (4) $ 464,412 $ 3,407,916 $ 542,385 $ 5,969,363 Annual yield (5) 3.22 % 2.10 % 7.23 % 0.48 % 2024 Interest income $ 12,924 $ 61,476 $ 29,962 $ 26,090 $ 130,452 Average balance (4) $ 344,029 $ 2,406,173 $ 357,880 $ 3,521,036 Annual yield (5) 3.76 % 2.55 % 8.37 % 0.74 % 2023 Interest income $ 14,833 $ 61,680 $ 23,227 $ 56,052 $ 155,792 Average balance (4) $ 401,177 $ 1,612,125 $ 261,077 $ 3,436,917 Annual yield (5) 3.70 % 3.83 % 8.90 % 1.63 % Notes: (1) Includes cash and cash equivalents segregated under federal and foreign requirements, customers’ cash that is participating in our off-balance sheet cash sweep program, and cash of our platform users who are on a fully introduced basis with Apex Clearing.
The following table sets forth the components of our general and administrative expenses for the periods presented: For the Year Ended December 31, 2022 2023 2024 $ $ $ (in thousands) General and administrative Employee compensation and benefits 45,544 61,466 77,187 Compliance fees 7,458 8,740 11,213 Office related 6,608 10,078 14,678 Professional services 8,939 9,966 10,586 Depreciation and amortization of right-of-use assets 3,501 4,676 6,669 Other 910 864 2,382 Total 72,960 95,790 122,715 104 Taxation Cayman Islands We are an exempted company incorporated in the Cayman Islands.
The following table sets forth the components of our general and administrative expenses for the periods presented: For the Year Ended December 31, 2023 2024 2025 $ $ $ (in thousands) General and administrative Employee compensation and benefits 61,466 77,187 104,600 Compliance fees 8,740 11,213 13,065 Office related 10,078 14,678 27,834 Professional services 9,966 18,337 15,943 Depreciation and amortization 4,676 3,010 3,234 Other 864 2,382 3,966 Total 95,790 122,715 168,642 Taxation Cayman Islands We are an exempted company incorporated in the Cayman Islands.
Ltd. 172,933 25,000 147,933 As of December 31, 2024 Shareholders Funds Shareholders Funds Requirement Excess Shareholders Funds (MYR in thousands) Webull Securities (Malaysia) Sdn.
Ltd. 526,657 25,000 501,657 As of December 31, 2025 Shareholders Funds Shareholders Funds Requirement Excess Shareholders Funds (MYR in thousands) Webull Securities (Malaysia) Sdn.
Non-GAAP Financial Measures We use adjusted operating income and adjusted net income, both non-GAAP financial measures, to evaluate our operating results and for financial and operational decision-making purposes. Adjusted operating income represents income (loss) from continuing operations, before income taxes, excluding share-based compensation expenses, one-time transactions, and other expense, net.
Non-GAAP Financial Measures We use adjusted operating expenses, adjusted operating profit and adjusted net income, all non-GAAP financial measures, to evaluate our operating results and for financial and operational decision-making purposes. Adjusted operating expenses represent total operating expenses excluding share-based compensation expense and one-time transactions.
In instances where these parties fail to perform their obligations, we may be temporarily unable to find alternative suppliers to satisfactorily deliver services to our customers in a timely manner, if at all.
In instances where these parties fail to perform their obligations, we may be temporarily unable to find alternative suppliers to satisfactorily deliver services to our customers in a timely manner, if at all. In the United States, we utilize a single clearing partner for the security transactions of our platform users.
We believe that adjusted operating income and adjusted net income provides useful information about our operating results, enhances the overall understanding of our past performance and future prospects and allows for greater visibility with respect to key metrics used by our management in its financial and operational decision-making. 105 Adjusted operating income and adjusted net income should not be considered in isolation or construed as an alternative to net income attributable to the Company or any other measure of performance or as an indicator of our operating performance.
We believe that adjusted operating expenses, adjusted operating profit and adjusted net income provides useful information about our operating results, enhances the overall understanding of our past performance and future prospects and allows for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.
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.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. Quantitative and Qualitative Disclosures about Market Risk Market-Related Credit Risk We are exposed to market and credit risk primarily through customer margin activities.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.
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Item 6. Directors, Senior Management and Employees — B. Compensation — Global Plans ,” which is incorporated herein by reference. Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them.
Removed
Directors and Senior Management Directors and Executive Officers The following table sets forth certain information relating to the executive officers and directors of Webull: Directors and Executive Officers Age Position/Title Anquan Wang 45 Chairman of the Board of Directors and Chief Executive Officer of Webull Corporation Anthony Denier 47 Director and President of Webull Corporation H. C.
Added
Except as otherwise noted herein, the number and percentage of Webull Ordinary Shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose.
Removed
Wang 42 Director and Chief Financial Officer of Webull Corporation Benjamin James 45 Director and General Counsel of Webull Corporation William Houlihan 69 Independent Director Arianne Adams 47 Chief Strategy Officer of Webull US Shen Lu 61 Chief Operating Officer of Webull Americas Mr.
Added
Under such rule, beneficial ownership includes any Webull Ordinary Shares as to which the holder has sole or shared voting power or investment power and also any Webull Ordinary Shares which the holder has the right to acquire within 60 days of the date of this Report through the exercise of any option, warrant or any other right.
Removed
Anquan Wang is our founder and has served as our chief executive officer since the inception of our company. Prior to founding our company, Mr. Wang served as the general manager of finance business of Beijing Xiaomi Pay Technology Co., Ltd. from January 2015 to March 2016. Prior to that, Mr.
Added
Any securities not outstanding which are subject to such options, warrants, rights or conversion privileges shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person but shall not be deemed to be outstanding for the purpose of computing the percentage of the class by any other person. 118 Each outstanding Webull Class A Ordinary Share is entitled to one vote on all matters submitted to a vote of shareholders.
Removed
Wang held several positions at Alibaba Group and Ant Group from March 2006 to February 2012, including platform development architect of software technology department at Alisoft, platform and technology manager of Alibaba research at Alisoft, senior technology manager of innovative financial services department at Ant Financial Services, director of Taobao loan division at Alibaba Financial, and assistant to general manager of innovative financial services department at Ant Group.
Added
Each Webull Class B Ordinary Share is entitled to 20 votes on all matters submitted to a vote of shareholders. Holders of Webull Ordinary Shares have no cumulative voting rights.
Removed
Mr. Wang received his bachelor’s degree in computer science and technology in 2005 and his master’s degree in software engineering in 2009, both from Hunan University. Mr. Anthony Denier has served as our president since January 2024 and as our director since August 2022. Mr. Denier has also served as chief executive officer of Webull Financial since June 2017. Mr.
Added
The beneficial ownership of the Webull Ordinary Shares is based on 447,778,197 Webull Class A Ordinary Shares and 83,859,005 Webull Class B Ordinary Shares issued and outstanding as of March 31, 2026.
Removed
Denier has over 20 years of experience in management, compliance and operations of U.S. and international equity, derivative and fixed income market products. From 2013 to 2017, as chief executive officer and chief compliance officer of LXM USA LLP, Mr.
Added
Name of Beneficial Owner Webull Class A Ordinary Shares % of Total Webull Class A Ordinary Shares Webull Class B Ordinary Shares % of Total Webull Class B Ordinary Shares % of Total Webull Ordinary Shares % of Voting Power† Directors and Executive Officers**: Anquan Wang (1) 2,501,374 (2) * 84,613,621 100 % 16.4 % 79.2 % Anthony Denier (3) 2,735,074 * — — * * H.
Removed
Denier supervised the day-to-day operations of the firm and served as the point person for all audits, both financial and compliance in scope. Mr. Denier also served as head of European equity sales and trading division at Jones Trading from 2012 to 2013.
Added
Wang (4) 2,037,238 * — — * * Benjamin James (5) 1,194,034 * — — * * William Houlihan (6) 12,500 * — — * * Walter Bishop — — — — — — All Directors and Executive Officers as a Group 8,480,220 1.9 % 84,613,621 100 % 17.5 % 79.4 % 5.0% Shareholders***: Tianjin Nuofeng Enterprise Management Consulting Partnership (Limited Partnership) (7) 37,594,146 8.4 % — — 7.1 % 1.8 % Jun Yuan (8) 29,758,301 6.6 % — — 5.6 % 1.4 % PEAK6 entities (9) 28,183,470 6.3 % — — 5.3 % 1.3 % SIG Global China Fund I, LLLP (10) 24,152,813 5.4 % — — 4.5 % 1.1 % * Less than 1%. ** The business address of Mr.
Removed
Prior to that, he held positions in several financial services companies, including ING Financial Markets, Numis Securities, Execution, LLC, Kaupthing Securities and Credit Suisse from 2000 to 2012. Mr. Denier received his bachelor’s degree in political science from Columbia University in 2000. 124 Mr. H. C.
Added
Anquan Wang, Mr. H.C. Wang and Mr. Benjamin James is 200 Carillon Parkway, St. Petersburg, Florida 33716. The business address of Mr. Anthony Denier is 44 Wall Street, 2nd Floor, New York, New York 10005. The business address of Mr. William Houlihan is 92 Bonnie Way, Allendale, New Jersey 07401. The business address of Mr.
Removed
Wang has served as our chief financial officer since February 2021 and as our director since August 2022. Prior to joining our company, Mr. Wang served as chief financial officer at Youxin Financial from 2018 to 2020, where he led the start-up effort and subsequent spin-off of uSmart Securities. From 2016 to 2017, Mr.
Added
Walter Bishop is 813 Regent Drive, Westbury, New York 11590. *** Solely based on information reported on the latest Schedule 13G filed by such beneficial holder with the SEC prior to the date of this Report.
Removed
Wang worked at Uber China as co-head of Corporate Development Division, then at Didi Chuxing after it acquired Uber China. Prior to that, Mr. Wang worked for Goldman Sachs from 2012 to 2016 and from 2006 to 2009. Mr.
Added
The percentage of total Webull Class A Ordinary Shares, total Webull Ordinary Shares, and voting power for such reporting persons is calculated based on the number of Webull Class A Ordinary Shares and Webull Class B Ordinary Shares outstanding as of March 31, 2026. † For each person or group included in this column, percentage of total voting power represents voting power based on both Webull Class A Ordinary Shares and Webull Class B Ordinary Shares held by such person or group with respect to all outstanding shares of Webull Class A Ordinary Shares and Webull Class B Ordinary Shares as a single class.
Removed
Wang received two bachelor’s degrees in mathematics and biological & environmental engineering from Cornell University in 2005, and his juris doctorate degree from New York University School of Law in 2012. Mr. Benjamin James has served as our general counsel since June 2021 and as our director since August 2022. Prior to joining our company, Mr.
Added
Each holder of Webull Class A Ordinary Shares is entitled to one vote per share. Each holder of Webull Class B Ordinary Shares is entitled to 20 votes per share.
Removed
James was a partner in the Hong Kong office of Kirkland & Ellis International LLP, where he started working as an associate in September 2011 and then as a partner from October 2013. While at Kirkland & Ellis International LLP, he primarily focused on general corporate and securities law matters. From September 2007 to September 2011, Mr.
Added
Webull Class B Ordinary Shares are convertible at any time by the holder into Webull Class A Ordinary Shares on a one-for-one basis, while Webull Class A Ordinary Shares are not convertible into Webull Class B Ordinary Shares under any circumstances.
Removed
James was an associate at several international law firms, including the Hong Kong offices of Latham & Watkins LLP and Fried, Frank, Harris, Shriver & Jacobson LLP, and the Dallas, Texas office of Vinson & Elkins LLP. He has been a member of the Texas Bar since November 2007. Mr.
Added
(1) Represents (i) 200,000 Webull Class A Ordinary Shares held of record by Water Castle Az Inc, (ii) 2,301,374 Webull Class A Ordinary Shares held of record by Webull Partners Limited as of December 31, 2025, (iii) 83,859,005 Webull Class B Ordinary Shares held by Water Castle Az Inc., and (iv) 754,616 restricted share units granted to Water Castle Az Inc., including those that have vested and those scheduled to vest within 60 days following the date of this Report.
Removed
James received his bachelor’s degree in international studies from Brigham Young University in 2004 and his juris doctorate degree from Columbia University School of Law in 2007. Mr. William Houlihan began service as our independent director upon consummation of the Business Combination. He has more than 40 years of diversified financial sector and business experience. Mr.
Added
(A) Mr. Anquan Wang is the sole member of the advisory committee of a trust, on behalf of which Webull Partners Limited is the record holder of 2,301,374 Webull Class A Ordinary Shares awarded or to be awarded to certain employees, directors and officers of Webull, and, accordingly, Mr.
Removed
Houlihan has served since 2013 as a director and audit committee chairman of Lument Finance Trust (NYSE: LFT), a mortgage REIT.
Added
Anquan Wang has voting and dispositive control over such 2,301,374 Webull Class A Ordinary Shares; and (B) The voting power of Water Castle Az Inc. is fully retained by Pozijie Inc., a British Virgin Islands company wholly-owned by Mr. Anquan Wang. Accordingly, Mr.
Removed
He has served since 2009 as a director and financial expert on the audit committee of Avem Health Partners, previously known as First Physicians Capital Group, a healthcare investment company, which was publicly traded prior to completion of a going-private transaction in January 2015, from April 2013 to September 2014 as non-executive chairman of its board of directors and since May 2013 as the chairman of its audit committee.
Added
Anquan Wang has voting and investment discretion with respect to, and may be deemed to beneficially own, the Webull Class A Ordinary Share, the restricted share units, and any Webull Class A Ordinary Shares issuable upon conversion of the Webull Class B Ordinary Shares held of record by Water Castle Az Inc.
Removed
He previously served as a member of the board of directors of Angel Pond Holdings Corporation, a blank check company, from May 2021 to December 2022, and as the chief financial officer for a number of blank check companies, namely Thunder Bridge Acquisition Ltd. from June 2018 to July 2019, Thunder Bridge Acquisition II, Ltd. from August 2019 to June 2021, Thunder Bridge Capital Partners III Inc. from February 2021 to December 2023, of Thunder Bridge Capital Partners IV Inc. from July 2021 until December 2024.
Added
The registered office address of Webull Partners Limited is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands.
Removed
Mr. Houlihan also served from November 2012 to June 2023 as a director and audit committee chairman for MAXEX, LLC, a privately-owned residential mortgage loan trading business. Mr. Houlihan received a master’s degree in business administration in finance from New York University Graduate School of Business and a bachelor’s degree in accounting from Manhattan College.
Added
The registered office address of Water Castle Az Inc. is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. 119 (2) Does not reflect 10,058,435 Webull Class A Ordinary Shares held of record by Tianjin Yirong Business Management Consulting Partnership (Limited Partnership), Tianjin Honghe Business Management Consulting Partnership (Limited Partnership), HongHe Venture Fund I, L.P., Tianjin Mobai Xinyuan Management Consulting Partnership (Limited Partnership) and Tianjin Mobai Fuxing Management Consulting Partnership (Limited Partnership) (such entities together, the “Hongdao and Mobai Entities”) and that may be voted by Mr.
Removed
He was licensed as a certified public accountant, but his license is currently inactive. From January 2017 to December 2021, he served as an adjunct professor at the Feliciano School of Business at Montclair State University. On March 13, 2015, Mr.
Added
Anquan Wang under the Proxy Agreement (as defined below) assuming the Applicable Portion (as defined below) equals 100% and that the Hongdao and Mobai Entities continue to hold and do not sell the Webull Class A Ordinary Shares they beneficially own as of December 31, 2025. Mr.
Removed
Houlihan settled an administrative proceeding brought by the SEC regarding his alleged failure to file on a timely basis required Schedule 13D amendments and Section 16(a) reports relating to his beneficial ownership of securities of FPCG. Mr. Houlihan is a member of the board of directors of FPCG and a greater than 10% beneficial owner of FPCG securities.
Added
Anquan Wang entered into a proxy agreement on August 15, 2025 with the Hongdao and Mobai Entities (the “Proxy Agreement”), pursuant to which the Hongdao and Mobai Entities agree that Mr. Anquan Wang may vote an Applicable Portion of Webull Ordinary Shares held by the Hongdao and Mobai Entities in such manner as Mr.
Removed
In the settlement, Mr. Houlihan did not admit or deny the SEC’s allegations, consented to the entry of a cease and desist order requiring him not to cause any violation of Sections 13(d)(2) and 16(a) of the Exchange Act, and agreed to pay a civil penalty of $15,000 to the SEC. 125 Ms.
Added
“Applicable Portion” shall mean (i) at any time in which the Proxy Holder holds less than sixty-seven percent (67%) of the total voting power of all issued and outstanding Webull Ordinary Shares without giving effect to the Proxy Agreement with the Hongdao and Mobai Entities (the “Proxy Condition”), all of the Webull Ordinary Shares held by the Hongdao and Mobai Entities, and (ii) at any time in which the Proxy Condition is not met, a number of Webull Ordinary Shares for which the acquisition of voting rights would not exceed the two percent limitation set forth in Section 13(d)(6)(B) during any twelve-month period (calculated together with any other acquisitions of Webull Ordinary Shares by Mr.
Removed
Arianne Adams has served as the chief strategy officer of Webull US since January 2024. Prior to joining Webull, Ms. Adams was most recently Senior Vice President, Head of Derivatives and Global Client Services at Cboe Global Markets, Inc. where she was responsible for the management, revenue and operations of the options and futures businesses.
Added
Anquan Wang during such period). For the avoidance of doubt, the effect of such Proxy Agreement with the Hongdao and Mobai Entitie shall be to provide Mr.
Removed
She also led the sales, coverage and market structure teams to identify, support, and expand the use of derivatives products globally. Prior to that, Ms. Adams worked for Goldman Sachs from 2010 to 2018 where she was Head of Electronic Options Sales. Prior to joining Goldman Sach, Ms.
Added
Anquan Wang with a voting proxy over an increasing portion of the Proxy Shares during each succeeding twelve-month period until the Applicable Portion equals 100%, without any such increase constituting an “acquisition” of more than two percent of the Webull Ordinary Shares for purposes of Section 13(d) of the Exchange Act.
Removed
Adams joined a start-up broker-dealer at Capstone Global Markets, where she was part of a team that established the framework, onboarded accounts and traded for institutional asset managers. Ms.
Added
The business address of Tianjin Yirong Business Management Consulting Partnership (Limited Partnership) and Tianjin Honghe Business Management Consulting Partnership (Limited Partnership) is No. 7 Dong Si Huan Bei Lu, Chaoyang District, Beijing, China. The business address of HongHe Venture Fund I, L.P. is Tower 3, Grand Yoho, 9 Long Yat Road, Yuan Long, Hong Kong.
Removed
Adams started her career at Merrill Lynch, where she spent nine years from 2000 to 2009 in several disciplines, including Equity Derivatives Sales Trading, Debt Capital Markets & Syndicate and Middle Markets Mergers & Acquisitions. Ms. Adams attended Pennsylvania State University, where she received a bachelor’s degree in finance and minored in Economics in 1999. Mr.
Added
The address of Tianjin Mobai Xinyuan Management Consulting Partnership (Limited Partnership) and Tianjin Mobai Fuxing Management Consulting Partnership (Limited Partnership) is #1725, Tianjin Binhai China Trade Center, China (Tianjin) Pilot Free Trade Zone, Tianjin, China. (3) Represents 2,161,143 Webull Class A Ordinary Shares and 573,931 exercisable options held by Mr. Anthony Denier.
Removed
Shen Lu has served as the chief operating officer of Webull Americas since January 2023. He also served as the chief operating officer of Webull Financial since June 2017. Prior to joining our company, Mr. Lu was the head of Trading Operation at Direct Match LLC, where he was in charge of overseeing U.S.
Added
Excludes the following unvested share-based awards granted to Mr. Anthony Denier: (i) 300,000 restricted shares that will vest in full on January 1, 2028, (ii) 41,991 restricted share units scheduled to vest on January 1, 2027, and (iii) 335,930 restricted share units scheduled to vest 50% on January 1, 2027 and 50% on January 1, 2028.
Removed
Treasury ATS platform from September 2015 to April 2017. He also served as a vice president at KCG Holdings, Inc. from 2012 to 2015 and a vice president at Goldman Sachs from 2007 to 2012. Prior to that, Mr. Lu worked for UBS Securities from 2006 to 2007.
Added
(4) Represents (i) 921,097 Webull Class A Ordinary Shares held by Mr. H.C. Wang, (ii) 827,046 Webull Class A Ordinary Shares held by his spouse, (iii) 137,926 Webull Class A Ordinary Shares beneficially owned by him and held of record by Webull Partners Limited, and (iv) 151,169 vested restricted share units held by Mr. H.C. Wang.
Removed
He also worked for Fidelity Investments for six years from 2000 to 2006 as a senior architect and equity trader on the capital markets team. Mr. Lu received his bachelor’s degree from University of Science and Technology of China in 1986 and master’s degree in mechanical engineering from Rutgers University in 1991. B.
Added
Excludes the following unvested share-based awards granted to Mr. H.C. Wang: (i) 200,000 restricted shares that will vest in full on January 1, 2028, (ii) 67,186 restricted share units scheduled to vest on January 1, 2027, and (iii) 83,982 restricted share units scheduled to vest 50% on January 1, 2027 and 50% on January 1, 2028.
Removed
Compensation Compensation of Directors and Executive Officers For the year ended December 31, 2024, Webull paid an aggregate of $4.0 million in cash to its executive officers, and Webull did not pay any compensation to the non-executive directors during that period.
Added
(5) Represents 1,051,264 Webull Class A Ordinary Shares and 142,770 vested restricted share units held by Mr. Benjamin James. Excludes the following unvested share-based awards granted to Mr.
Removed
Global Plan In order to promote the success and enhance the value of the company, Webull has adopted the global share incentive plan (the “Global Plan”). Pursuant to the Global Plan, a maximum of 49,567,006 Class A ordinary shares in aggregate are reserved as an award pool for the purpose of share incentive award grants.
Added
Benjamin James: (i) 150,000 restricted shares that will vest in full on January 1, 2028, (ii) 41,991 restricted share units scheduled to vest on January 1, 2027, and (iii) 100,779 restricted share units scheduled to vest 50% on January 1, 2027 and 50% on January 1, 2028. (6) Represents 12,500 restricted share units that will vest on April 10, 2026.
Removed
As of the date of this Report, options to purchase 32,490,744 Class A ordinary shares, 1,295,450 restricted share awards and 7,694,425 restricted share units were outstanding under the Global Plan. The following paragraphs describe the principal terms of the Global Plan: Types of Awards.
Added
(7) Represents 37,594,146 Webull Class A Ordinary Shares held by Tianjin Nuofeng Enterprise Management Consulting Partnership (Limited Partnership). Its general partner is Gopher Asset Management Co., Ltd., which is wholly owned by Shanghai Noah Investment Management Co., Ltd. Mr.
Removed
The Global Plan permits the awards of options, restricted shares, restricted share units or any other type of awards approved by the plan administrator. 126 Plan Administration. The board of directors or a committee of one or more members of the board of directors will administer the Global Plan.
Added
Zhe Yin serves as Executive Director of Shanghai Noah Investment Management Co. and shares voting and investment control over the shares held by Tianjin Nuofeng Enterprise Management Consulting Partnership (Limited Partnership). The business address of the above listed entities and individuals is Noah Wealth Center, No. 1226 South Shenbin Road, Minhang District, Shanghai, China.
Removed
The committee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award. Award Agreement.
Added
(8) Represents 29,758,301 Webull Class A Ordinary Shares held of record by NotNull Inc., whose voting power is fully retained by ToString Inc. ToString Inc. is wholly-owned by Mr. Jun Yuan. Accordingly, Mr.
Removed
Awards granted under the Global Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and Webull’s authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.
Added
Jun Yuan has voting and investment discretion with respect to, and may be deemed to beneficially own, the Webull Class A Ordinary Shares held of record by NotNull Inc. The address of Mr. Jun Yuan is Apt 203, Block 9, Section 2, Fenglin Lvzhou, Guanshaling, Yuelu District, Changsha, Hunan, China.
Removed
Standard award agreement generally provides that, in the event that the grantee causes significant loss to the company or engage in any activities or take any actions maliciously against the company, regardless of whether such grantee is still employed by Webull or not, the grantee shall return, and Webull could forfeit, all of the ordinary shares he/she obtains from the awards granted, and the grantee shall also return the aggregate market value of the ordinary shares that he/she already disposed of in cash to us.
Added
(9) Represents (i) 27,183,470 Webull Class A Ordinary Shares held by PEAK6 Capital Management LLC and (ii) 1,000,000 Webull Class A Ordinary Shares held by PEAK6 Foundation, as of December 31, 2025. PEAK6 Capital Management LLC is majority owned by PEAK6 Group LLC, which is owned by PEAK6 Investments LLC, which is primarily owned by PEAK6 LLC.
Removed
Eligibility. Webull may grant awards to the employees, directors and consultants of the company. However, Webull may grant options that are intended to qualify as incentive share options only to the employees and employees of Webull’s parent companies and subsidiaries. Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.
Added
Matthew Hulsizer and Jennifer Just are the majority direct and/or indirect ultimate beneficial owners of PEAK6 LLC and serve as board members for PEAK6 Foundation. The address of PEAK6 Capital Management LLC and PEAK6 Foundation is 141 W. Jackson Blvd., Suite 500, Chicago IL 60604.
Removed
Exercise of Options. The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is ten years from the date of a grant.
Added
The address of PEAK6 LLC, PEAK6 Investments LLC, PEAK6 Group LLC, Matthew Hulsizer and Jennifer Just is 2010 E. 6th St., Austin TX 78702. (10) Represents 24,152,813 Webull Class A Ordinary Shares held by SIG Global China Fund I, LLLP.
Removed
Transfer Restrictions. Awards may not be transferred in any manner by the participants other than in accordance with the exceptions provided in the Global Plan, such as transfers by will or the laws of descent and distribution. Termination and Amendment of the Global Plan. Unless terminated earlier, the Global Plan has a term of ten years.
Added
SIG Asia Investment, LLLP is the investment manager to SIG Global China Fund I, LLLP, and as such may exercise voting and dispositive power over these shares. HCM Asia, Inc. is the investment manager to SIG Asia Investment, LLLP and as such may exercise voting and dispositive power over these shares.
Removed
The board of directors has the authority to amend or terminate the plan. However, no such action may adversely affect in any material way any awards previously granted unless agreed by the participants. The following table summarizes, as of the date of this Report, the outstanding options granted under the Global Plan to the directors and executive officers.
Added
The address of the principal business office of each of SIG Asia Investment, LLLP and SIG Global China Fund I, LLLP is 251 Little Falls Drive Wilmington, DE 19808. The address of the principal business office of HCM Asia, Inc. is 401 E.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

27 edited+5 added−2 removed74 unchanged
Holder’s tax basis in the Webull Warrants or Incentive Warrants deemed surrendered. In this case, a U.S. Holder’s aggregate tax basis in the Webull Class A Ordinary Shares received would equal the sum of the U.S. Holder’s tax basis in the Webull Warrants or Incentive Warrants deemed exercised and the aggregate exercise price of such Webull Warrants.
Holder’s tax basis in the Webull Warrants or Webull Incentive Warrants deemed surrendered. In this case, a U.S. Holder’s aggregate tax basis in the Webull Class A Ordinary Shares received would equal the sum of the U.S. Holder’s tax basis in the Webull Warrants or Webull Incentive Warrants deemed exercised and the aggregate exercise price of such Webull Warrants.
Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of Webull Warrants or Incentive Warrants.
Holders should consult their tax advisors regarding the tax consequences of a cashless exercise of Webull Warrants or Webull Incentive Warrants.
Holder held the Webull Warrants or Webull Incentive Warrants. Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, there can be no assurances which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S.
Holder held the Webull Warrants or Webull Incentive Warrants. 139 Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise of warrants, there can be no assurances which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S.
There are no other taxes likely to be material to Webull levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands. 159 F. Dividends and Paying Agents Not applicable. G. Statement by Experts Not applicable. H.
There are no other taxes likely to be material to Webull levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands. F. Dividends and Paying Agents Not applicable. G. Statement by Experts Not applicable. H.
Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares.
Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares.
Holders are urged to consult their tax advisors regarding the availability and tax consequences of a mark-to-market election with respect to Webull Class A Ordinary Shares under their particular circumstances. 157 If Webull is a PFIC and, at any time, has a foreign subsidiary that is classified as a PFIC, a U.S.
Holders are urged to consult their tax advisors regarding the availability and tax consequences of a mark-to-market election with respect to Webull Class A Ordinary Shares under their particular circumstances. If Webull is a PFIC and, at any time, has a foreign subsidiary that is classified as a PFIC, a U.S.
These concessions shall usually be for a period of TWENTY years from the date of such undertaking. The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains, or appreciations and there is no taxation in the nature of inheritance tax or estate duty.
These concessions shall be for a period of TWENTY years from the date of such undertaking. The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains, or appreciations and there is no taxation in the nature of inheritance tax or estate duty.
Distributions received by a U.S. Holder in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the Webull Securities will be treated as excess distributions. 156 Under these excess distribution rules: ● the U.S.
Distributions received by a U.S. Holder in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the Webull Securities will be treated as excess distributions. Under these excess distribution rules: ● the U.S.
Holder’s prior QEF election. Alternatively, if Webull is a PFIC and Webull Class A Ordinary Shares constitute “marketable stock,” a U.S. Holder may avoid the application of the Excess Distribution Rules discussed above if such U.S.
Holder’s prior QEF election. 141 Alternatively, if Webull is a PFIC and Webull Class A Ordinary Shares constitute “marketable stock,” a U.S. Holder may avoid the application of the Excess Distribution Rules discussed above if such U.S.
There can be no assurance, however, that the Class A Ordinary Shares will be considered readily tradeable on an established securities market in later years. 153 Sale, Exchange, Redemption or Other Taxable Disposition of Webull Securities Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules ,” upon any sale, exchange, redemption or other taxable disposition of the Webull Securities, a U.S.
There can be no assurance, however, that the Class A Ordinary Shares will be considered readily tradeable on an established securities market in later years. 138 Sale, Exchange, Redemption or Other Taxable Disposition of Webull Securities Subject to the PFIC rules discussed below under the heading “— Passive Foreign Investment Company Rules ,” upon any sale, exchange, redemption or other taxable disposition of the Webull Securities, a U.S.
There can be no assurance that the IRS will not take or that a court will not sustain a contrary position to the tax considerations discussed below. 151 This discussion does not address all U.S. federal income tax considerations relevant to a holder’s particular circumstances.
There can be no assurance that the IRS will not take or that a court will not sustain a contrary position to the tax considerations discussed below. 136 This discussion does not address all U.S. federal income tax considerations relevant to a holder’s particular circumstances.
Accordingly, entities or arrangements treated as partnerships for U.S. federal income tax purposes and the owners in such entities or arrangements should consult their tax advisors regarding the U.S. federal income tax consequences to them. 152 THE U.S.
Accordingly, entities or arrangements treated as partnerships for U.S. federal income tax purposes and the owners in such entities or arrangements should consult their tax advisors regarding the U.S. federal income tax consequences to them. 137 THE U.S.
The Tax Concessions Act Undertaking as to Tax Concessions In accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, Webull plans to apply an undertaking from the Governor in Cabinet: (a) that no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to Webull or its operations; and (b) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: (i) on or in respect of the shares, debentures or other obligations of Webull; or (ii) by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Act.
The Tax Concessions Act Undertaking as to Tax Concessions In accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, Webull has applied and received an undertaking from the Governor in Cabinet: (a) that no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to Webull or its operations; and 143 (b) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable: (i) on or in respect of the shares, debentures or other obligations of Webull; or (ii) by way of the withholding in whole or part, of any relevant payment as defined in Section 6(3) of the Tax Concessions Act.
Holder will be deemed to have sold its Webull Securities at their fair market value on the last day of the last taxable year in which Webull is classified as a PFIC, and any gain from such deemed sale would be subject to the consequences described below.
If such election is made, a U.S. Holder will be deemed to have sold its Webull Securities at their fair market value on the last day of the last taxable year in which Webull is classified as a PFIC, and any gain from such deemed sale would be subject to the consequences described below.
Section 1298(a)(4) of the Code provides that, to the extent provided in the U.S. Treasury Regulations, any person who has an option to acquire stock in a PFIC shall be considered to own such stock in the PFIC for purposes of the PFIC rules. No final U.S. Treasury Regulations are currently in effect under Section 1298(a)(4) of the Code.
IRS Section 1298(a)(4) of the Code provides that, to the extent provided in the U.S. Treasury Regulations, any person who has an option to acquire stock in a PFIC shall be considered to own such stock in the PFIC for purposes of the PFIC rules. No final U.S.
In such event, a U.S. Holder could be deemed to have surrendered a number of Webull Warrants or Webull Incentive Warrants equal to the number of Webull Class A Ordinary Shares having a value equal to the exercise price for the total number of Webull Warrants or Webull Incentive Warrants to be exercised.
Holder could be deemed to have surrendered a number of Webull Warrants or Webull Incentive Warrants equal to the number of Webull Class A Ordinary Shares having a value equal to the exercise price for the total number of Webull Warrants or Webull Incentive Warrants to be exercised.
Item 7. Major Shareholders and Related Party Transactions — B. Related Party Transactions — Company Relationships and Related Party Transactions — Employment Agreements and Indemnification Agreements ,” which is incorporated herein by reference. D.
Item 7. Major Shareholders and Related Party Transactions — B. Related Party Transactions — Company Relationships and Related Party Transactions — Employment Agreements, Independent Director Agreements and Indemnification Agreements ,” which is incorporated herein. D.
Holder owns Webull Securities, Webull would continue to be treated as a PFIC with respect to such investment unless (i) it ceased to be a PFIC and (ii) the U.S. Holder made a “deemed sale” election under the PFIC rules. If such election is made, a U.S.
Under the PFIC rules, if Webull were considered a PFIC at any time that a U.S. Holder owns Webull Securities, Webull would continue to be treated as a PFIC with respect to such investment unless (i) it ceased to be a PFIC and (ii) the U.S. Holder made a “deemed sale” election under the PFIC rules.
Information Reporting and Backup Withholding Information reporting requirements and backup withholding may apply to distributions on the Webull Securities, and the proceeds from the sale or other taxable disposition of the Webull Securities effected within the United States (and, in certain cases, outside the United States), in each case other than U.S.
U.S Holders should consult their own tax advisers regarding the application of these and other applicable reporting requirements. 142 Information Reporting and Backup Withholding Information reporting requirements and backup withholding may apply to distributions on the Webull Securities, and the proceeds from the sale or other taxable disposition of the Webull Securities effected within the United States (and, in certain cases, outside the United States), in each case other than U.S.
Each such holder should consult its own tax advisor regarding the particular U.S. federal, state and local, and non-U.S. tax considerations of holding and disposing of Webull Securities, including the consequences of any proposed change in applicable law. 158 Cayman Islands Tax Considerations The following summary contains a description of certain Cayman Islands income tax consequences of the acquisition, ownership, and disposition of Webull Ordinary Shares, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase ordinary shares.
Cayman Islands Tax Considerations The following summary contains a description of certain Cayman Islands income tax consequences of the acquisition, ownership, and disposition of Webull Ordinary Shares, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase ordinary shares.
However, proposed U.S. Treasury Regulations under Section 1298(a)(4) of the Code have been promulgated with a retroactive effective date (the “Proposed PFIC Option Regulations”). Each U.S. Holder is urged to consult its tax advisors regarding the possible application of the Proposed PFIC Option Regulations to an investment in the Webull Warrants or Webull Incentive Warrants.
Treasury Regulations are currently in effect under IRC Section 1298(a)(4) of the Code. However, proposed U.S. Treasury Regulations under Section 1298(a)(4) of the Code have been promulgated with a retroactive effective date (the “Proposed PFIC Option Regulations”). Each U.S.
If the cashless exercise were treated as a recapitalization, the holding period of the Webull Class A Ordinary Shares would include the holding period of the Webull Warrants or Webull Incentive Warrants exercised therefor. 154 It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized.
Holder held the Webull Warrants or Webull Incentive Warrants. If the cashless exercise were treated as a recapitalization, the holding period of the Webull Class A Ordinary Shares would include the holding period of the Webull Warrants or Webull Incentive Warrants exercised therefor.
Webull Securities are expected to constitute foreign financial assets subject to these requirements unless held in an account at certain financial institutions. U.S Holders should consult their own tax advisers regarding the application of these and other applicable reporting requirements.
Webull Securities are expected to constitute foreign financial assets subject to these requirements unless held in an account at certain financial institutions.
Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. 155 Based on the composition of the income, assets and operations of Webull and its subsidiaries for 2024, Webull does not believe it was a PFIC for the taxable year ending December 31, 2024.
Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
The determination of whether Webull will be a PFIC for any taxable year may depend in part upon the value of its goodwill not reflected on its balance sheet (which may depend upon the market value of the Webull Securities from time to time, which may be volatile).
Changes in the composition of Webull’s income or assets may cause Webull to become a PFIC. The determination of whether Webull will be a PFIC for any taxable year may depend, in part, on the value of its goodwill and other intangible assets.
It is also possible that the IRS may challenge Webull’s classification or valuation of its goodwill, which may result in our being or becoming a PFIC for the current or one or more future taxable years. It is not entirely clear how various aspects of the PFIC rules apply to the Webull Warrants or Webull Incentive Warrants.
The IRS may also challenge Webull’s classification or valuation of its goodwill and other intangible assets, which could result in Webull being treated as, or becoming, a PFIC for any past, current, or future taxable year.
Solely for discussion purposes, the following discussion assumes that the Proposed PFIC Option Regulations will apply to the Webull Warrants or Incentive Warrants. Under the PFIC rules, if Webull were considered a PFIC at any time that a U.S.
Holder is urged to consult its tax advisors regarding the possible application of the Proposed PFIC Option Regulations to an investment in the Webull Warrants or Webull Incentive Warrants. Solely for discussion purposes, the following discussion assumes that the Proposed PFIC Option Regulations will apply to the Webull Warrants or Webull Incentive Warrants.
Removed
Holder held the Webull Warrants or Webull Incentive Warrants.
Added
It is also possible that a cashless exercise could be treated in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S.
Removed
Accordingly, there can be no assurance with respect to Webull’s status as a PFIC for the taxable year ending December 31, 2024, the current taxable year, or any future taxable year. Changes in the composition of Webull’s income or assets may cause Webull to become a PFIC.
Added
Based on our analysis of the composition of the income, assets and operations of Webull and its subsidiaries for 2025, Webull believes it was not a PFIC for the taxable year ending December 31, 2025.
Added
The fair market value of those assets may be determined using one or more valuation methodologies, including by reference to our market capitalization, which has been volatile and may continue to be volatile; however, market capitalization may not always be an accurate indicator of fair market value, and we may use other valuation methods that we believe are more reasonable in the circumstances.
Added
While we believe it is reasonable to determine that we are not a PFIC for 2025, there can be no assurance regarding our PFIC status because the PFIC determination is highly factual. 140 It is not entirely clear how various aspects of the PFIC rules apply to the Webull Warrants or Webull Incentive Warrants.
Added
Each such holder should consult its own tax advisor regarding the particular U.S. federal, state and local, and non-U.S. tax considerations of holding and disposing of Webull Securities, including the consequences of any proposed change in applicable law.