Bullish 6-K, filed Aug 13, 2026

Bullish (BLSH)

6-K 2026-08-13 For: 2026-08-31

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Added on August 13, 2026

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Bullish filed this 6-K on August 13, 2026.

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Exhibit No.	Description
99.1	Bullish Reports Second Quarter 2026 Results
99.2	Second Quarter 2026 Unaudited Condensed Consolidated Financial Statements
99.3	Second Quarter 2026 Earnings Presentation

	BULLISH

Date: August 13, 2026	By:	/s/ Jose A. Torres
		Jose A. Torres
		Chief Accounting Officer

	●	Adjusted transaction revenue is a non-IFRS financial measure intended to capture the fees and trading spreads earned from customers trading on our Exchange. We define adjusted transaction revenue as (i) the portion of “Digital asset sales”, as reported in accordance with IFRS, attributable to digital asset sales on our Exchange, less (ii) the “Cost of digital assets derecognized” excluding such costs from sales on venues other than the Exchange, plus (iii) the change in fair value of digital asset inventories, arising from purchase of digital assets on our Exchange (included within reported “Change in fair value of digital assets held, net”), plus (iv) transaction income (included within reported “Other revenues”), plus (v) net spread related income and change in fair value of perpetual futures on the Exchange.

		We exclude digital asset sales, and the related cost of digital assets derecognized, from trading activity on venues other than our Exchange. We also exclude subscription and services revenue (included within reported other revenues). In each case, this approach is intended to ensure that our adjusted transaction revenue metric reflects the core performance of our trading operations and provides a clearer understanding of our business activities on our Exchange.

		While we include change in fair value of digital asset inventories, specifically the bid-offer spread earned from the purchase of digital assets on our Exchange, as part of our adjusted transaction revenue, we do not include other reported changes in fair value, such as subsequent remeasurements and mark-to-market adjustments. This is because these remeasurements, including impairment losses of digital assets held under intangible assets, are not considered part of our ongoing business operations and do not align with our intention to avoid taking directional trading positions.

	●	Average trading spread represents total commissions earned from transactions on the Bullish Exchange for the period, expressed in basis points (bps) of the trading volume for the period. Management reviews this metric, which reflects the cost of trading on the Bullish Exchange, changes in fair value of perpetual futures, and rebates, for insight into the average revenue generated per unit of trading volume on our platform.

	●	Gross liquid assets is defined as the sum of (i) Digital assets held — inventories, (ii) Digital assets held — intangible assets, (iii) Digital assets held — financial assets, (iv) Loans and other receivables — digital assets, (v) Investments in financial assets, and (vi) Cash and cash equivalents.

	●	Net liquid assets is defined as Gross liquid assets, reduced by (i) Digital assets held — inventories, (ii) the portion of Digital assets held — financial assets on our Exchange, (iii) the portion of Cash and cash equivalents on our Exchange, (iv) Borrowings, (v) Borrowings from related parties, and (vi) Digital assets loan payable.

	Three months ended June 30,						Six months ended June 30,
($ in thousands, except per share data)		2026			2025			2026			2025
Digital assets sales	$	32,585,087		$	58,630,645		$	84,397,834		$	138,866,802
Cost of digital assets derecognized		(32,569,561	)		(58,615,273	)		(84,362,303	)		(138,824,914	)
Other revenues		64,951			32,292			122,433			52,596
Change in fair value of digital assets held, net		(244,614	)		68,409			(804,198	)		(178,353	)
Net spread related income and change in fair value of perpetual futures on the Exchange		(98	)		(1,989	)		(63	)		(5,691	)
Change in fair value of investment in financial assets		(30,578	)		86,359			(122,951	)		14,549
Administrative expenses		(56,268	)		(43,017	)		(104,548	)		(90,203	)
Other expenses		(32,513	)		(17,362	)		(78,043	)		(32,425	)
Finance expense		(14,459	)		(13,291	)		(28,547	)		(23,531	)
Change in fair value of derivatives		22,383			(2,379	)		91,580			(2,379	)
Change in fair value of financial liability at FVTPL		(4,300	)		(15,250	)		4,200			(16,150	)
Income/(loss) before income tax	$	(279,970	)	$	109,144		$	(884,606	)	$	(239,699	)
Income tax benefit/(expense)		(4	)		(876	)		(230	)		(655	)
Net income/(loss)	$	(279,974	)	$	108,268		$	(884,836	)	$	(240,354	)

Attributable to:
Owners of the Group		(270,193	)		107,513			(851,906	)		(236,481	)
Non-controlling interests		(9,781	)		755			(32,930	)		(3,873	)
Net income/(loss)	$	(279,974	)	$	108,268		$	(884,836	)	$	(240,354	)

Other comprehensive income/(loss)
Items that will not be subsequently reclassified to profit or loss:
Revaluation of digital assets held as investments		30,210			478,689			3,574			378,786
Fair value gain/(loss) on financial liabilities designated as at FVTPL attributable to changes in credit risk		(8,500	)		(4,350	)		5,750			1,700

Items that may be reclassified subsequently to profit or loss:
Foreign exchange differences on translation of foreign operations		(62	)		1,591			(364	)		2,134

Total comprehensive income/(loss)	$	(258,326	)	$	584,198		$	(875,876	)	$	142,266

Attributable to:
Owners of the Group		(250,774	)		576,422			(844,677	)		140,104
Non-controlling interests		(7,552	)		7,776			(31,199	)		2,162
Total comprehensive income/(loss)	$	(258,326	)	$	584,198		$	(875,876	)	$	142,266

Weighted average number of ordinary shares for the purposes of basic and diluted earnings/(loss) per share
Basic		151,684			113,215			151,417			113,215
Diluted		151,684			115,951			151,417			113,215
Earnings/(Loss) per share
Basic	$	(1.78	)	$	0.95		$	(5.63	)	$	(2.09	)
Diluted	$	(1.78	)	$	0.93		$	(5.63	)	$	(2.09	)

	●	Adjusted revenue is a non-IFRS financial measure intended to reflect the revenues generated by our trading and information services and also from our investing activities. We define adjusted revenue as adjusted transaction revenue, plus (i) subscription and services revenue, which is included in reported other revenues and includes interest and revenues from CoinDesk Data & Indices and CoinDesk Media & Events, plus (ii) for periods prior to 2024 only, change in fair value of investment in financial assets, plus (iii) the net income from DeFi protocols excluding the fair value change of underlying digital assets, that is reported under OCI.

		Specifically, adjusted revenue includes the fees and trading spreads earned from customers trading on our Exchange, excludes gains or losses from the remeasurement of our digital assets and includes other fees such as interest and revenue from CoinDesk Data & Indices and CoinDesk Media & Events.

	●	Adjusted operating expense is calculated by taking total operating expenses (which includes Administrative expenses and Other expenses) and excluding items we do not consider representative of our core, ongoing operating performance. These excluded items are Stock-based compensation expense, Depreciation and amortization expense, and certain non-recurring expenses.

		We believe Adjusted operating expense is a useful supplemental measure for investors, as it provides a clearer view of our operational efficiency by removing non-cash expenses (depreciation, amortization, and stock-based compensation) and other items not indicative of ongoing business trends. Management uses this measure to assess business performance and to plan for future periods.

($ in thousands)		June 30, 2026			December 31, 2025

ASSETS
Non-current assets
Goodwill	$	62,648		$	63,062
Other intangible assets		29,978			31,104
Property and equipment and right-of-use assets		27,541			28,369
Deferred tax assets		2,823			2,865
Other assets		26,074			21,311
Restricted cash		5,817			5,727
Total non-current assets	$	154,881		$	152,438

Current assets
Digital assets held - inventories	$	139,131		$	206,178
Digital assets held - intangible assets		1,133,596			1,537,071
Digital assets held - financial assets		952,626			1,037,915
Loan and other receivables - digital assets		269,111			446,481
Derivative financial instruments		—			—
Investments in financial assets		226,237			404,144
Other assets		64,687			47,502
Customer segregated cash		52,724			20,044
Restricted cash		17,106			16,839
Cash and cash equivalents		86,614			87,892
Total current assets	$	2,941,832		$	3,804,066

Total assets	$	3,096,713		$	3,956,504

LIABILITIES
Non-current liabilities
Borrowings from related parties	$	495,650		$	505,600
Convertible redeemable preference shares		—			—
Digital assets loan payable		2,916			5,267
Lease liabilities		13,064			14,378
Deferred tax liabilities		1			18
Other payables		—			3,000
Total non-current liabilities	$	511,631		$	528,263

Current liabilities
Customer segregated cash liabilities	$	52,724		$	20,044
Borrowings		11			49,982
Digital assets loan payable		66			334
Lease liabilities		6,446			5,524
Other payables		61,697			54,028
Derivative financial instruments		4,108			—
Total current liabilities	$	125,052		$	129,912

Total liabilities	$	636,683		$	658,175

Net assets	$	2,460,030		$	3,298,329

EQUITY
Share capital and share premium	$	5,124,909		$	5,110,063
Option premium on convertible redeemable preference shares		—			—
Reserves		414,108			774,224
Accumulated deficit		(3,123,985	)		(2,668,100	)
Total shareholders' equity attributable to the owners of the Group	$	2,415,032		$	3,216,187

Non-controlling interests		44,998			82,142

Total equity	$	2,460,030		$	3,298,329

	Three months ended						Six months ended
	June 30,						June 30,
	2026			2025			2026			2025
Cash flows from operating activities
Net income/(loss)	$	(279,974	)	$	108,268		$	(884,836	)	$	(240,354	)
Adjustments for:
Interest income		(4,818	)		(3,394	)		(10,504	)		(6,026	)
Debt interest expense		14,193			13,013			27,970			23,000
Lease interest expense		266			278			577			531
Net foreign exchange loss		—			218			—			(44	)
Share-based payments expenses		5,031			3,256			10,634			8,389
Depreciation of property and equipment and right-of-use assets		1,480			1,632			3,150			3,130
Amortization of other intangible assets		558			557			1,115			1,173
Impairment of right-of-use asset		—			—			591			—
(Gain)/loss from revaluation of digital assets and other investments in financial assets at FVTPL, net		71,610			(159,120	)		298,029			17,364
Change in fair value of financial liability at FVTPL		4,300			15,250			(4,182	)		16,150
Impairment losses of digital assets		180,833			6,731			540,042			148,819
Operating cash flows before changes in operating assets and liabilities		(6,521	)		(13,311	)		(17,414	)		(27,868	)

Decrease/(increase) in other assets		(16,139	)		1,835			(37,876	)		3,019
Decrease/(increase) in deferred tax assets		171			(163	)		41			(431	)
Decrease/(increase) in digital assets held - inventories		(12,676	)		(9,464	)		(6,671	)		273,380
Decrease/(increase) in digital assets held - financial assets		520,943			(560,705	)		202,933			(825,304	)
Decrease/(increase) in digital assets held - loan receivable		(484,328	)		596,379			(92,724	)		593,256
Increase/(decrease) in other payables		14,590			2,165			21,010			(5,273	)
Increase/(decrease) in customer segregated cash liabilities		(2,916	)		(2,460	)		32,680			(2,244	)
Increase/(decrease) in deferred tax liabilities		(17	)		(4	)		(16	)		6
Interest received		3,779			2,733			5,846			4,885

Net cash provided by/(used in) operating activities		16,886			17,005			107,809			13,426

Cash flows from investing activities
Purchase of investment in financial assets		—			—			(6,449	)		(1,275	)
Proceeds on investment in financial assets		4,163			—			4,163			—
Purchase of property and equipment		(635	)		(54	)		(1,047	)		(250	)
Proceeds on disposal of property and equipment		9			—			29			—
Purchase of digital assets held - intangible assets		—			(173	)		(907	)		(41,664	)
Proceeds on disposal of digital assets held - intangible assets		895			—			5,240			30,448

Net cash used in investing activities		4,432			(227	)		1,029			(12,741	)

Cash flows from financing activities
Proceeds from issuance of ordinary shares		2,527			—			3,876			—
Interest paid		(14,193	)		(10,399	)		(27,970	)		(20,639	)
Proceeds from loans		—			100,000			—			174,300
Repayment of loans		—			(100,000	)		(50,000	)		(149,300	)
Repayment on lease liabilities		(1,729	)		(1,532	)		(2,855	)		(2,863	)

Net cash provided by/(used in) financing activities		(13,395	)		(11,931	)		(76,949	)		1,498

Net increase/(decrease) in cash and cash equivalents, customer segregated cash and restricted cash		7,923			4,847			31,889			2,183
Cash and cash equivalents, customer segregated cash and restricted cash at beginning of the period		154,535			52,888			130,502			55,783
Effects of exchange rate changes on cash and cash equivalents, customer segregated cash and restricted cash		(197	)		124			(130	)		(107	)
Cash and cash equivalents, customer segregated cash and restricted cash at end of the period	$	162,261		$	57,859		$	162,261		$	57,859

Cash and cash equivalents, customer segregated cash and restricted cash consisted of the following:
Customer segregated cash		52,724			4,138			52,724			4,138
Restricted cash		22,923			18,161			22,923			18,161
Cash and cash equivalents		86,614			35,560			86,614			35,560
Total cash and cash equivalents, customer segregated cash and restricted cash	$	162,261		$	57,859		$	162,261		$	57,859

Supplemental schedule of non-cash investing and financing activities
Recognition of right-of-use assets against lease liabilities		—			752			—			3,467
Purchase of digital assets held - intangible assets		(4,678,154	)		(23,617,796	)		(8,074,124	)		(35,764,843	)
Proceeds on disposal of digital assets held - intangible assets		4,703,795			23,660,499			8,123,895			35,478,545
Digital asset loan receivables made, net		601,766			(4,335	)		86,910			28,137
Digital asset pledged as collateral made, net		—			(4,162	)		98,452			79,974
Interest Received in Digital Assets		639			—			1,601			—
Purchase of investment in financial assets via USDC		—			—			—			(10,116	)
Prepayment on intangible assets (made)/returned, net		(9,998	)		2,036			(17,364	)		2,036
Non-cash purchase of investment		—			—			(6,770	)		—
Non-cash proceeds of sales of investments		38,475			—			159,315			—
Interest paid in digital assets		(4,923	)		(2,892	)		(9,606	)		(2,892	)
Proceeds from borrowings via digital assets		1,397,562			1,649,361			2,364,403			2,326,320
Repayment from borrowings via digital assets		(1,392,781	)		(1,630,389	)		(2,355,744	)		(2,303,147	)
Proceeds from digital assets loan payable via digital assets		101,122			132,189			256,050			216,743
Repayments from digital assets loan payable via digital assets		(101,778	)		(180,466	)		(256,002	)		(215,362	)

	Period ended
	June 30,		December 31,
($ in thousands)	2026		2025
Gross Liquid Assets	$	2,807,315	$	3,719,681
Net Liquid Assets	$	2,101,571	$	2,859,701

($ in thousands)		June 30, 2026			December 31, 2025
Digital assets held - inventories	$	139,131		$	206,178
Digital assets held - intangible assets		1,133,596			1,537,071
Digital assets held - financial assets (on Exchange)		59,976			84,993
Digital assets held - financial assets (off Exchange)		892,650			952,922
Loan and other receivable		269,111			446,481
Investments in financial assets		226,237			404,144
Cash and cash equivalents		86,614			87,892
Gross Liquid Assets	$	2,807,315		$	3,719,681

(-) Digital assets held - inventories		(139,131	)		(206,178	)
(-) Digital assets held - financial assets (on Exchange)		(59,976	)		(84,993	)
(-) Digital assets loan payable		(2,982	)		(5,601	)
(-) Borrowings		(11	)		(49,982	)
(-) Borrowings from related parties		(495,650	)		(505,600	)
(-) Cash on the Exchange		(7,994	)		(7,626	)
Net Liquid Assets	$	2,101,571		$	2,859,701

	Page
BULLISH — UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income/(Loss) for the three and six months ended June 30, 2026 and 2025	2
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	3
Unaudited Condensed Consolidated Statements of Changes in Equity for the three and six months ended June 30, 2026 and 2025	4
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	5
Notes to the Unaudited Condensed Consolidated Financial Statements	6

			Three months ended June 30,						Six months ended June 30,
	Notes		2026			2025			2026			2025
Digital assets sales		4	$	32,585,087		$	58,630,645		$	84,397,834		$	138,866,802
Cost of digital assets derecognized		5		(32,569,561	)		(58,615,273	)		(84,362,303	)		(138,824,914	)
Other revenues		6		64,951			32,292			122,433			52,596
Change in fair value of digital assets held, net		7		(244,614	)		68,409			(804,198	)		(178,353	)
Net spread related income and change in fair value of perpetual futures on the Exchange				(98	)		(1,989	)		(63	)		(5,691	)
Change in fair value of investment in financial assets		14		(30,578	)		86,359			(122,951	)		14,549
Administrative expenses		8		(56,268	)		(43,017	)		(104,548	)		(90,203	)
Other expenses		9		(32,513	)		(17,362	)		(78,043	)		(32,425	)
Finance expense		10		(14,459	)		(13,291	)		(28,547	)		(23,531	)
Change in fair value of derivatives				22,383			(2,379	)		91,580			(2,379	)
Change in fair value of financial liability at FVTPL				(4,300	)		(15,250	)		4,200			(16,150	)
Income/(loss) before income tax			$	(279,970	)	$	109,144		$	(884,606	)	$	(239,699	)
Income tax benefit/(expense)		11		(4	)		(876	)		(230	)		(655	)
Net income/(loss)			$	(279,974	)	$	108,268		$	(884,836	)	$	(240,354	)

Attributable to:
Owners of the Group				(270,193	)		107,513			(851,906	)		(236,481	)
Non-controlling interests				(9,781	)		755			(32,930	)		(3,873	)
Net income/(loss)			$	(279,974	)	$	108,268		$	(884,836	)	$	(240,354	)

Other comprehensive income/(loss)
Items that will not be subsequently reclassified to profit or loss:
Revaluation of digital assets held as investments				30,210			478,689			3,574			378,786
Fair value gain/(loss) on financial liabilities designated as at FVTPL attributable to changes in credit risk				(8,500	)		(4,350	)		5,750			1,700
			$	21,710		$	474,339		$	9,324		$	380,486
Items that may be reclassified subsequently to profit or loss:
Foreign exchange differences on translation of foreign operations				(62	)		1,591			(364	)		2,134

Total comprehensive income/(loss)			$	(258,326	)	$	584,198		$	(875,876	)	$	142,266

Attributable to:
Owners of the Group				(250,774	)		576,422			(844,677	)		140,104
Non-controlling interests				(7,552	)		7,776			(31,199	)		2,162
Total comprehensive income/(loss)			$	(258,326	)	$	584,198		$	(875,876	)	$	142,266

Weighted average number of ordinary shares for the purposes of basic and diluted earnings/(loss) per share
Basic		23		151,684			113,215			151,417			113,215
Diluted		23		151,684			115,951			151,417			113,215
Earnings/(Loss) per share
Basic		23	$	(1.78	)	$	0.95		$	(5.63	)	$	(2.09	)
Diluted		23	$	(1.78	)	$	0.93		$	(5.63	)	$	(2.09	)

							Reserves
					Option
					premium on					Revaluation									Total equity
					convertible		Share-			reserves for									attributable
					redeemable		based			digital assets									to the			Non-
	Share		Share		preference		payment			held as			Other			Accumulated			owners of			controlling			Total
	capital		premium		shares		reserves			investments			reserves			deficit			the Group			interests			equity
As of April 1, 2025	$	226	$	3,821,311	$	18,399	$	74,988		$	581,600		$	63,672		$	(2,601,700	)	$	1,958,496		$	5,364		$	1,963,860
Net income/(loss)		-		-		-		-			-			-			107,513			107,513			755			108,268
Other comprehensive income/(loss) for the period		-		-		-		6			471,718			(2,815	)		-			468,909			7,021			475,930
Total comprehensive income for the year/period		—		—		—		6			471,718			(2,815	)		107,513			576,422			7,776			584,198
Equity settled share-based payments		-		-		-		3,256			-			-			-			3,256			-			3,256
Transfer of revaluation gain of digital assets held as investments upon disposal		-		-		-		-			(118,562	)		-			118,562			—			-			—
As of June 30, 2025	$	226	$	3,821,311	$	18,399	$	78,250		$	934,756		$	60,857		$	(2,375,625	)	$	2,538,174		$	13,140		$	2,551,314

As of April 1, 2026	$	302	$	5,118,952	$	—	$	83,576		$	239,481		$	67,157		$	(2,860,139	)	$	2,649,329		$	53,878		$	2,703,207
Net income		-		-		-		-			-			-			(270,193	)		(270,193	)		(9,781	)		(279,974	)
Other comprehensive income/(loss) for the period		-		-		-		-			27,675			(8,256	)		-			19,419			2,229			21,648
Total comprehensive income/(loss)		—		—		—		—			27,675			(8,256	)		(270,193	)		(250,774	)		(7,552	)		(258,326	)
Issuance of shares, including exercise of stock options		1		5,654		-		(3,128	)		-			-			-			2,527			-			2,527
Change in non-controlling interest in BMC1		-		-		-		-			607			85			636			1,328			(1,328	)		0
Trading Rewards Program Warrants Issued		-		-		-		7,591			-			-			-			7,591			-			7,591
Equity settled share-based payments		-		-		-		5,031			-			-			-			5,031			-			5,031
Transfer of revaluation gain of digital assets held as investments upon disposal		-		-		-		-			(5,711	)		-			5,711			0			-			0
As of June 30, 2026	$	303	$	5,124,606	$	—	$	93,070		$	262,052		$	58,986		$	(3,123,985	)	$	2,415,032		$	44,998		$	2,460,030

	Level 1		Level 2		Level 3		Total
As of June 30, 2026
Assets
Investments in financial assets	$	178,239	$	11,120	$	36,878	$	226,237
Digital assets held — inventories		139,131		-		-		139,131
Digital assets held — intangible assets		1,123,682		9,914		-		1,133,596
Digital assets held — financial assets		936,501		16,125		-		952,626
Loan and other receivables — digital assets		-		269,111		-		269,111
Derivative financial instruments - current assets		-		-		-		-
Total assets	$	2,377,553	$	306,270	$	36,878	$	2,720,701

Liabilities
Borrowings from related parties	$	-	$	-	$	495,650	$	495,650
Digital assets loan payable		-		66		2,916		2,982
Derivative financial instruments - current liabilities		-		4,108		-		4,108
Total liabilities	$	-	$	4,174	$	498,566	$	502,740

	For the three months ended June 30,					For the six months ended June 30,
	2026		2025			2026		2025
Other expenses
Services fees charged to a related party	$	—	$	(241	)	$	—	$	(481	)

Finance expense
Loan interest expenses charged by related parties	$	9,272	$	8,669		$	17,846	$	17,243