8-K
AtlasClear Holdings, Inc. (ATCH)
View as plain text
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**** Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 13, 2026
AtlasClearHoldings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41956 | 92-2303797 |
|---|---|---|
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 2203 Lois Ave., Ste. 814<br><br> <br>Tampa, FL | 33607 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(727)446-6660
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant<br> to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | ATCH | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item2.02 Results of Operations and Financial Condition.
On February 13, 2026, AtlasClear Holdings, Inc. (the “Company”) issued a press release announcing certain financial results for the fiscal quarter ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item9.01 Financial Statements and Exhibits.
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Press release dated February 13, 2026. |
| 104 | Cover page interactive data file (embedded<br> within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ATLASCLEAR HOLDINGS, INC. | ||
|---|---|---|
| Date:<br> February 13, 2026 | /s/ John Schaible | |
| Name: | John<br> Schaible | |
| Title: | Executive<br> Chairman |
Exhibit99.1
AtlasClearHoldings Reports 84% Revenue Growth, Profitability, and Positive Stockholders’
Equity for Fiscal Second Quarter 2026
-RevenueIncreased 84% Year Over Year, Reflecting Accelerating Operating Momentum-
-Stockholders’Equity Turned Positive to $21.7 Million, Representing an Increase of ~$60 Million Compared to Fiscal Year-End 2024-
-LiquidityStrengthened With $46.2 Million in Cash and Restricted Cash, Enhancing Financial Flexibility-
-Wilson-DavisNet Capital Exceeded Regulatory Requirements by $14.4 Million, Underscoring Platform Strength-
-EarningsCall Scheduled for Friday, February 13, 2026, at 8:30 AM ET
TAMPA,Fla., February 13, 2026 (GLOBE NEWSWIRE) — AtlasClear Holdings, Inc. (NYSE American: ATCH) (“AtlasClear” or the “Company”), a technology-enabled financial services platform modernizing trading, clearing, settlement, and banking infrastructure, today announced financial results for its fiscal second quarter ended December 31, 2025. The Company will host its earnings conference call this morning at 8:30 AM Eastern Time.
FiscalSecond Quarter 2026 Financial Highlights
(QuarterEnded December 31, 2025)
| ● | Revenue<br> increased 84% year over year to $5.1 million, compared to $2.7 million in the prior-year quarter. |
|---|---|
| ● | Net<br> income totaled $6.8 million, primarily driven by operating growth and non-cash fair value adjustments. |
| ● | Stockholders’<br> equity increased to $21.7 million, compared to a deficit of $(6.8) million as of June 30, 2025, representing an improvement of approximately<br> $59.8 million compared to fiscal year-end June 30, 2024. |
| ● | Cash<br> and restricted cash totaled $46.2 million at quarter end. |
| ● | Wilson-Davis<br> & Co., Inc. delivered strong operating performance, supported by growth in commissions, stock locate services, and clearing-related<br> activity, and ended the quarter with net capital of $14.7 million. |
ManagementCommentary:
“Over the past year, we have remained focused on strengthening our operational infrastructure, improving efficiency, and reinforcing our capital position,” said Craig Ridenhour, President of AtlasClear Holdings. “Those efforts are now translating into measurable financial results, including top-line revenue growth and broader utilization of our platform. Wilson-Davis continues to execute consistently and serves as the operational engine of our integrated clearing and financial services strategy.”
“This quarter represents a clear turning point for the Company,” said John Schaible, Executive Chairman, AtlasClear Holdings. “We exited the year with positive stockholders’ equity and substantially strengthened liquidity. Importantly, the nearly $60 million improvement in stockholders’ equity since fiscal year-end 2024 reflects the disciplined capital actions and operating progress made over the past twelve months. AtlasClear is now operating from a position of strength as we continue to scale initiatives already underway and further establish our role as a modern financial infrastructure provider.”
OperatingPerformance
Fourth-quarter revenue growth was driven primarily by increased commission activity, expanded stock locate and fully paid lending services, and Wilson-Davis serving as a selling agent in at-the-market offerings. These drivers reflect higher client activity and broader utilization of the platform’s service offerings.
Expenses increased in line with revenue growth, reflecting higher variable compensation, clearing and data processing costs associated with expanded services, and stock-based compensation related to new executive employment agreements.
Liquidityand Capital Resources
As of December 31, 2025:
| ● | Cash<br> and cash equivalents totaled $23.1 million. |
|---|---|
| ● | Total<br> cash and restricted cash amounted to $46.2 million. |
| ● | Total<br> assets increased to $77.6 million, compared to $60.9 million as of June 30, 2025. |
During the fourth quarter, the Company completed a $20 million financing, consisting of a $10 million secured convertible note and a $10 million equity unit offering. Management believes these proceeds, together with anticipated cash flows from operations, provide sufficient liquidity to support operations for at least the next twelve months.
StrategicProgress
During the quarter, AtlasClear continued to expand correspondent clearing relationships, stock loan and margin-related services, and ancillary clearing offerings. Development of the AtlasClear technology platform remains ongoing, alongside progress toward the proposed acquisition of Commercial Bancorp of Wyoming, subject to regulatory approvals.
EarningsCall Information
Date: February 13, 2026
Time: 8:30 AM Eastern Time
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1752655&tp_key=3ac483b8a5
Dial-In: 1-877-407-0752 or 1-201-389-0912
AboutAtlasClear Holdings, Inc.
AtlasClear Holdings, Inc*.* (NYSE American: ATCH) is building a cutting-edge, technology-enabled financial services platform designed to modernize trading, clearing, settlement, and banking for emerging financial institutions and fintechs. Through its subsidiary Wilson-Davis & Co., Inc., a full-service correspondent broker-dealer registered with the SEC and FINRA, and its pending acquisition of Commercial Bancorp of Wyoming, AtlasClear seeks to deliver a vertically integrated suite of brokerage, clearing, risk management, regulatory, and commercial banking solutions. For more information, follow us on LinkedIn or X and visit www.atlasclear.com.
Forward-LookingStatements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that reflect AtlasClear Holdings’ current views with respect to, among other things, its future operations and financial performance. Forward-looking statements in this communication may be identified by the use of words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “future,” “intend,” “may,” “outlook,” “plan,” “potential,” “proposed,” “predict,” “project,” “seek,” “should,” “target,” “trends,” “will,” “would” and similar terms and phrases. Forward-looking statements contained in this communication include, but are not limited to, statements as to (i) the Company’s expectations regarding planned future growth and financial results, (ii) AtlasClear Holdings’ expectations regarding future financings, (iii) AtlasClear Holdings’ expectations as to future operational results, (v) AtlasClear Holdings’ anticipated growth strategy, including its planned acquisition of Commercial Bancorp of Wyoming, and (v) the financial technology of AtlasClear Holdings. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are beyond the Company’s control. Actual results may differ materially from those anticipated. For additional details regarding risks and uncertainties, please refer to AtlasClear Holdings’ filings with the SEC, including its Form 10-Q for the quarter ended September 30, 2025, and its Annual Report on Form 10-K filed September 29, 2025. AtlasClear Holdings undertakes no obligation to update or revise forward-looking statements, except as required by law.
CompanyContact:
AtlasClear Holdings, Inc.
Email: AtlasClearIR@atlasclear.com
InvestorRelations Contact:
Jeff Ramson, CEO
PCG Advisory, Inc.
Email: jramson@pcgadvisory.com