BULL 6-K
Webull Corp (BULL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number:
200 Carillon Parkway
St. Petersburg, Florida 33716
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On August 27, 2025, Webull Financial LLC (“Webull Financial”) entered into an amendment (the “Amendment”) to the Omnibus Clearing Agreement, dated January 26, 2021, by and between Webull Financial and Apex Clearing Corporation (the “Omnibus Agreement”). The purpose of the Amendment is to clarify the term of the Omnibus Clearing Agreement. A copy of the Amendment, together with the Omnibus Clearing Agreement and previous amendments thereto, dated as of June 1, 2021 and December 12, 2022, are attached to this Report on Form 6-K (this “Report”) as Exhibit 10.1 and are incorporated herein by reference. Any description of the Amendment and the Omnibus Agreement and its other amendments are qualified in their entirety by reference to the full text of such agreements.
The unaudited condensed consolidated financial statements of Webull Corporation (the “Company”) as of June 30, 2026 and for the three and six months ended June 30, 2026 and management’s discussion and analysis of the unaudited condensed consolidated financial statements are attached hereto as Exhibits 99.1 and 99.2, respectively.
The information contained in this Report (including Exhibits 10.1, 99.1 and 99.2 to this Report) shall be deemed incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-289886 and 333-295112) and Form F-3 (File No. 333-286880) (including any prospectuses forming a part of such Registration Statements) and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed or furnished with the U.S. Securities and Exchange Commission.
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EXHIBIT INDEX
| Exhibit No. | Description of Exhibits | |
| 10.1 | Omnibus Clearing Agreement between Apex Clearing Corporation and Webull Financial LLC dated as of January 26, 2021 and amendments thereto, dated as of June 1, 2021, December 12, 2022, and August 27, 2025. | |
| 99.1 | Webull Corporation Unaudited Condensed Consolidated Financial Statements as of June 30, 2026 and for the three and six months ended June 30, 2026. | |
| 99.2 | Webull Corporation Management’s Discussion and Analysis of Financial Condition and Results of Operations. | |
| 101. INS | Inline XBRL Instance Document | |
| 101. SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101. CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101. DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101. LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101. PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
Forward-Looking Statements
This Report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Report, the Exhibits thereto or other statements of the Company made in connection therewith, including, for instance, statements as to business strategy and plans, future results of operations and financial position, planned products and services, objectives of management for future operations or strategies of the Company, market size and growth opportunities, competitive position and technological and market trends, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “predict,” “potential,” “seek,” “future,” “propose,” “continue,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or the negatives of these terms or variations of them or similar terminology although not all forward-looking statements contain such terminology.
All forward-looking statements are based upon current estimates and forecasts and reflect the reasonable views, assumptions, expectations, and opinions of the Company and its management as of the date of this Report, and are therefore subject to a number of factors, risks and uncertainties, some of which are not currently known to the Company and its management and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Some of these factors include, but are not limited to: (1) the ability of the Company to grow and manage growth profitably, maintain relationships and deepen engagement with users, customers and suppliers, and retain its management and key employees; (2) the reliance of key functions of the Company’s business on third-parties and the risk that the Company’s platform and systems rely on software and applications that are highly technical and may contain undetected errors that could result in unexpected network interruptions, failures, security breaches, or computer virus attacks; (3) the risks associated with the Company’s global operations and continued global expansion, including, but not limited to, the risks related to complex or constantly evolving political or regulatory environments that may result in substantial costs or require adverse changes to the Company’s business practices; (4) the Company’s estimates of expenses and costs, of profitability or of other operational and financial metrics as well as the Company’s expectations regarding demand for and market acceptance of its products and service; (5) the Company’s reliance on trading related income, including payment for order flow (“PFOF”), and the risk of new regulation or bans on PFOF and similar practices; (6) the Company’s exposure to fluctuations in interest rates, rapidly changing interest rate environments, volatile prices of securities and digital assets and their respective trading volumes; (7) the Company’s reliance on a limited number of market makers and liquidity providers to generate a large portion of its revenues, and the negative impact of the loss of any of those market makers or liquidity providers; (8) the effects of competition in the Company’s industry and the Company’s need to constantly innovate and invest in new markets, products, technologies or services to retain, attract and deepen engagement with users; (9) changes in international trade policies and trade disputes that could result in tariffs, taxes or other protectionist measures adversely affecting our business; (10) risks related to general political, economic and business conditions globally and in jurisdictions where the Company operates; (11) risk of further actions taken by various government bodies in the United States that have made the Company the subject of inquiries and investigations relating to concerns about our connections to China; (12) the risk that the failure to protect customer data and privacy or to prevent security breaches relating to the Company’s platform could result in economic loss, damage to its reputation, deter customers from using its products and services, and expose it to legal penalties and liability; (13) the risks associated with incorporating artificial intelligence technologies into certain of our products and processes, including potential regulatory, operational, reputational, or compliance challenges; (14) risks related to the Company’s need as a regulated financial services company to develop and maintain effective compliance and risk management infrastructures as well as to maintain capital levels required by regulators and self-regulatory organizations; (15) the ability to meet, or continue to meet, stock exchange listing standards; (16) the possibility of adverse developments in pending or new litigation and regulatory investigations; (17) risks relating to our offering of event contracts or prediction market products in the United States, including potential changes in regulatory interpretations or enforcement priorities; (18) risks related to significant disruptions in the cryptocurrency market that negatively impacts user engagement with cryptocurrency trading on our platform; (19) political, regulatory or economic changes that affect cryptocurrencies, including changes in the governance of a cryptocurrency; (20) risks related to the offer and resale of our securities, such as dilution from the issuance of additional Class A ordinary shares upon the exercise of warrants, and increased volatility, or significant declines, in the price of our securities based on increased trading activity and the perception that sales of our securities may occur; (21) risks relating to the Company’s share repurchase program under which the Company may repurchase up to $100 million of its Class A ordinary shares, including that the program may be suspended, modified or discontinued at any time, and that the actual amount, timing and manner of any repurchases will depend on market conditions, share price, applicable legal requirements, contractual restrictions and other factors; and (22) other risks and uncertainties that are more fully described in filings made, or to be made, by the Company with the U.S. Securities and Exchange Commission (the “SEC”), including in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s filings with the SEC, such as the Company’s Annual Report on Form 20-F filed with the SEC on April 9, 2026. The foregoing list of factors is not exhaustive. Reported results should not be considered an indication of future performance. There may be additional risks that the Company and its management presently do not know about or that the Company and its management currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In light of these factors, risks and uncertainties, the forward-looking events and circumstances discussed in this Report may not occur, and any estimates, assumptions, expectations, forecasts, views or opinions set forth in this Report should be regarded as preliminary and for illustrative purposes only and accordingly, undue reliance should not be placed upon the forward-looking statements. The Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
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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, thereunto duly authorized.
| WEBULL CORPORATION | ||
| Date: September 11, 2026 | By: | /s/ Anquan Wang |
| Name: | Anquan Wang | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BECAUSE THEY BOTH ARE NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].
OMNIBUS CLEARING AGREEMENT BETWEEN APEX CLEARING CORPORATION AND
WEBULL FINANCIAL LLC
OMNIBUS CLEARING AGREEMENT
This Omnibus Clearing Agreement (this “Agreement”) is executed and entered into by and between Apex Clearing Corporation (“Apex”), a New York corporation, and Webull Financial LLC (“Correspondent”).
WHEREAS, Correspondent is registered with the Securities and Exchange Commission (“SEC”) as a broker-dealer of securities in accordance with Section 15(b) of the Securities Exchange Act of 1934, as amended, (the “Act”) and is a member of the Financial Industry Regulatory Authority, f (“FINRA”) and/or a national securities exchange, and desires for Apex to act as a clearing broker for Correspondent;
WHEREAS, Apex meets all requirements of the SEC to function as a clearing broker, and desires to enter into an agreement to clear and maintain cash, margin, option or other accounts approved by Apex in its sole discretion (“Accounts”) for Correspondent on an omnibus basis; and
WHEREAS, Apex and Correspondent are subject to a Fully-Disclosed Clearing Agreement dated August 27, 2017 (the “Fully-Disclosed Clearing Agreement”), which shall remain unaffected and in full force and effect.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
| 1. | REPRESENTATIONS AND WARRANTIES |
Correspondent represents and warrants to Apex and agrees with Apex that:
| (a) | Correspondent is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization and is in good standing under the laws of any country or governmental body having jurisdiction over its activities and is qualified to conduct the business contemplated by this Agreement. |
| (b) | Correspondent has all the requisite authority in conformity with all applicable laws, rules and regulations to enter into this Agreement and to retain the services of Apex in accordance with the terms hereof. |
| (c) | Correspondent shall employ as managers, principals and/or supervisors of its brokerage operation only those persons who have all requisite licenses and experience, and are otherwise qualified, in good standing and not subject to any prohibition against acting as managers, principals and/or supervisors in compliance with applicable securities laws, rules and regulations. |
| (d) | Correspondent shall duly employ personnel (“Registered Representatives”) who have all requisite licenses and experience, and are otherwise qualified, in good standing and not subject to any prohibition against acting as Registered Representatives in compliance with applicable securities laws, rules and regulations. |
| (e) | Correspondent has advised Apex of any clearing arrangements that have been made or are expected to be made with any other clearing broker or dealer. Correspondent represents that entering into this Agreement does not constitute a breach of any other agreement. Correspondent represents that is not a party to any other clearing arrangement containing an exclusivity clause or similar restriction. |
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| (f) | Correspondent is duly registered, or is in the process of registering, as a broker and/or dealer pursuant to Section 15 of the Act and all applicable rules and regulations thereunder. |
| (g) | Correspondent is and at all times during the course of this Agreement will continue to be in full compliance with all applicable registration, qualification, customer protection, financial reporting and other requirements of every regulatory and self- regulatory organization (“SRO”) of which Correspondent is a member or by which it is regulated (including but not limited to FINRA), of the SEC and of every state and of any foreign jurisdiction where the Correspondent carries on business. Without limiting the foregoing, Correspondent is and at all times during the course of this Agreement will continue to be in compliance with the net capital requirements of Rule 15c3-1 under the Act, including, without limitation, the ratio of aggregate indebtedness (as defined in Rule 15c3-1) to net capital. Correspondent will immediately notify Apex at any time when its net capital falls below the levels specified in Rule 15c3-1(f) under the Act and the applicable rules of FINRA or the designated examining authority of Correspondent. Correspondent will also notify Apex immediately of any withdrawal of capital or advance or unsecured loan at the same time as it notifies the applicable regulator if required under Rule 15c3-1(e). Correspondent will not allow for any capital withdrawal or unsecured advance or loan to a stockholder, partner, sole proprietor, employee or affiliate if, after giving effect to the withdrawal or advance, as well as to any payment of a Payment Obligation (as defined in Rule 15c3-1) under a subordination agreement that complies with the requirements under Rule 15c3-1, the withdrawal or advance would cause it (together with its subsidiaries or affiliates with which it is consolidated for purposes of Rule 15c3-1) to trigger any of the shortfall tests set forth in Rule 15c3-1(e)(2)(i)-(vi). In addition to and not in limitation of the foregoing, until Apex, in its sole and absolute discretion, determines otherwise, Correspondent shall be required to retain at all times, as evidenced in its FOCUS reports, the greater of (i) capital necessary to meet its minimum net capital requirements set forth above; and (ii) net capital of no less than one hundred twenty percent (120%) of Correspondent’s regulatory net capital, and shall notify Apex immediately of any failure to do so. |
| (h) | Correspondent shall maintain appropriate blanket brokers bond insurance policies covering any and all acts of its employees, agents and partners adequate to fully protect and indemnify Apex against any loss, liability, damage, costs or expense (including attorneys’ fees) that Apex may incur as a result of any action or inaction of Correspondent or its employees or agents. Upon request, Correspondent will furnish Apex with a copy of the brokers bond insurance policy required hereunder. |
| (i) | Correspondent has disclosed to Apex every material adverse action, suit, investigation, inquiry, or proceeding (formal or informal) pending or threatened against or affecting Correspondent, any of its affiliates, or any officer, director, or general securities principal or financial and operations principal of Correspondent, or their respective property or assets, by or before any court or other tribunal, any arbitrator, any governmental authority, or any self-regulatory organization of which any of them is a member. Correspondent shall notify Apex promptly of the initiation of any action, suit, investigation, inquiry, or proceeding that may have a significant impact on the capital of Correspondent. |
| (j) | Correspondent shall be responsible for all internal operations related to its business including without limitation (i) all accounting, bookkeeping, record-keeping, cashiering, commodity transactions, or any other transactions not involving securities; or any matter not contemplated by this Agreement; (ii) preparation of Correspondent’s payroll records, financial statements, or any analysis thereof; (iii) preparation or issuance of checks in payment of Correspondent’s expenses, other than expenses incurred by Apex on behalf of Correspondent pursuant to this Agreement; and (iv) payment of commissions to Correspondent’s sales personnel. |
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Apex represents and warrants to Correspondent that:
| (a) | Apex is a corporation duly organized, validly existing and in good standing under the laws of the state of New York and is in good standing under the laws of any country or governmental body having jurisdiction over its activities and is qualified to conduct the business contemplated by this Agreement. |
| (b) | Apex is registered as a broker-dealer with the SEC and is in material compliance with the rules and regulations thereof. |
| (c) | Apex shall employ as managers, principals and/or supervisors of its operation only those persons who have all requisite licenses and experience, and are otherwise qualified, in good standing and not subject to any prohibition against acting as managers, principals and/or supervisors in compliance with applicable securities laws, rules and regulations. Apex is a member corporation in good standing of FINRA and is in material compliance with the rules and regulations thereof. |
| (d) | Apex is in material compliance with the rules and regulations of each national securities exchange of which it is a member and Apex is duly registered, or is in the process of registering, as a broker and/or dealer pursuant to Section 15 of the Act and all applicable rules and regulations thereunder. |
| (e) | Apex is and at all times during the course of this Agreement will continue to be in full compliance with all applicable registration, qualification, customer protection, financial reporting and other requirements of every regulatory and self-regulatory organization (“SRO”) of which Apex is a member or by which it is regulated (including but not limited to FINRA), of the SEC and of every state and of any foreign jurisdiction where the Apex carries on business. Without limiting the foregoing, Apex is and at all times during the course of this Agreement will continue to be in compliance with the net capital requirements of Rule 15c3-1 under the Act, including, without limitation, the ratio of aggregate indebtedness (as defined in Rule 15c3-1) to net capital. Apex will immediately notify Correspondent at any time when its net capital falls below the levels specified in Rule 15c3-1(f) under the Act and the applicable rules of FINRA or the designated examining authority of Apex. Apex will also notify Correspondent immediately of any withdrawal of capital or advance or unsecured loan at the same time as it notifies the applicable regulator if required under Rule 15c3-1(e). Apex will not allow for any capital withdrawal or unsecured advance or loan to a stockholder, partner, sole proprietor, employee or affiliate if, after giving effect to the withdrawal or advance, as well as to any payment of a Payment Obligation (as defined in Rule 15c3-1) under a subordination agreement that complies with the requirements under Rule 15c3-1, the withdrawal or advance would cause it (together with its subsidiaries or affiliates with which it is consolidated for purposes of Rule 15c3-1) to trigger any of the shortfall tests set forth in Rule 15c3-1(e)(2)(i)-(vi). |
| (f) | Apex shall maintain appropriate blanket brokers bond insurance policies covering any and all acts of its employees, agents and partners as may be appropriate to safely operate its business and as may be required by applicable law. |
| (g) | Apex has disclosed to Correspondent every material adverse action, suit, investigation, inquiry, or proceeding (formal or informal) pending or threatened against or affecting Apex, any of its affiliates, or any officer, director, or general securities principal or financial and operations principal of Apex, or their respective property or assets, by or before any court or other tribunal, any arbitrator, any governmental authority, or any self-regulatory organization of which any of them is a member. Apex shall notify Correspondent promptly of the initiation of any action, suit, investigation, inquiry, or proceeding that may have a significant impact on the capital of Apex. |
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| 2. | OMNIBUS ACCOUNT |
Under this Agreement, Apex is clearing on an omnibus basis for Correspondent. Correspondent is investing on behalf of its customers, but its Accounts with Apex will reflect Correspondent only as the customer and Correspondent shall be completely responsible as the customer to Apex for all obligations of the Accounts. Correspondent’s Accounts may be divided into numbered sub-accounts. Correspondent will be the customer of Apex and Apex will only be required to account to Correspondent. Pursuant to FINRA Rule 4311, responsibility for compliance with applicable laws, rules and regulations of the Securities and Exchange Commission (“SEC”), FINRA, and any other U.S. or foreign regulatory or self-regulatory agency or organization (collectively the “Rules”) shall be allocated between Apex and Correspondent as set forth in this Agreement.
| (a) | Account Documentation. Correspondent, as the sole customer, will be responsible for providing Apex all required information on Correspondent and executing all customer agreements required by Apex. Correspondent will be responsible for complying with the requirement of SEC Rule 15g-9, if applicable. Correspondent shall be solely responsible for and shall make any reviews of its customers, disclosures to its customers and obtain any agreements from its customers, required by applicable laws, rules and regulations. |
| (b) | Acceptance of Accounts. Apex reserves the right to withhold acceptance of, or to reject, for any reason, any Account or any transaction for any and/or all Accounts and to terminate any and/or all Accounts previously accepted by Apex. Initial acceptance of each Account shall be conditioned upon Apex’s receipt of completed forms as required by Section 2(a). Apex shall be under no obligation to accept any Account as to which any documentation required to be submitted to Apex is incomplete, and no action taken by Apex or any of its employees, including, without being limited to, executing or clearing a trade in any Account, shall be deemed to be or shall constitute acceptance of such Account. |
| (c) | Supervision of Orders and Accounts. Apex will execute orders for Correspondent if requested by Correspondent. Correspondent will be responsible for the review and supervision of, and the suitability of, investments made by Correspondent and Apex shall not have any responsibility in that regard. Correspondent shall be responsible for ensuring that all transactions in and activities related to all Accounts opened by it with Apex, including discretionary accounts, will be in compliance with all applicable laws, rules and regulations of the United States, the several states, governmental agencies, securities exchanges, any applicable foreign regulatory agencies and FINRA, including any laws relating to Correspondent’s fiduciary responsibilities to customers, either under the Employee Retirement Income Security Act of 1974 or otherwise. Correspondent shall diligently supervise the activities of its officers, employees and representatives with respect to all Accounts. Apex will perform the clearing services provided for in this Agreement for Accounts accepted by it in accordance with the terms of this Agreement, as it may be amended from time to time and otherwise in accordance with its best business judgment. To the extent, if any, that Apex accepts from Correspondent orders for execution in accordance with Section 7(a), Correspondent shall be responsible for informing Apex of the location of the securities that are the subject of the order so that Apex may comply with the provisions of Rule 4510 of FINRA’s Conduct Rules. Additionally, Correspondent shall not open any underlying customer accounts custodied in an Account at Apex from any country or jurisdiction prohibited by Apex and Correspondent shall promptly identify to Apex any and all countries in which underlying customers of any Account are citizens or reside on Apex’s request. |
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| (d) | Account Responsibility for Certain Purposes. Notwithstanding anything herein to the contrary, for purposes of the Securities Investment Protection Act of 1970 and the Financial Responsibility Rules of the SEC, the Accounts are the responsibility of Apex. For all other purposes, the Accounts shall be the full, total and sole responsibility of Correspondent. |
| (e) | Piggybacking Arrangements. Correspondent will not, without Apex’s prior written consent, act, or agree to act, as an intermediary for another FINRA member in obtaining clearing services. Should Apex agree to allow Correspondent to act as an intermediary for another FINRA member, Correspondent agrees to (i) maintain its proprietary and customer accounts and the proprietary and customer accounts of any member for which it is acting as an intermediary in compliance with Rule 4311 of FINRA’s Conduct Rules, and (ii) to provide to Apex relevant data requested by Apex related to such intermediary relationship as Apex shall, in its sole and absolute discretion, deem necessary for Apex to comply with its reporting requirements prescribed in Rule 3150 of FINRA’s NASD Conduct Rules. |
| (f) | Escheatment. Correspondent shall be responsible for complying with all applicable rules and law governing the escheatment of unclaimed or abandoned property. Correspondent agrees to fully cooperate with Apex in carrying out any escheatment procedures. |
| (g) | Compliance with Anti-Money Laundering Laws. |
| (i) | Apex and Correspondent agree to conduct business only with clients who are engaged in legitimate and lawful business activities, to engage in financial transactions using funds that are derived solely from lawful activities and legitimate sources, and not to have involvement in any activity that facilitates money laundering or the funding of terrorist or other criminal activities. Apex and Correspondent will each comply with applicable anti-money laundering laws, including relevant provisions in, and rules promulgated pursuant to, the U.S. Criminal Code (18 U.S.C. §§ 1956, 1957), the Bank Secrecy Act and the USA PATRIOT Act of 2001 (the “Patriot Act”). Subject to compliance with all applicable law, in the event of any conflict between Apex’s anti-money laundering policies and procedures and Correspondent’s anti-money laundering policies and procedures, Apex’s policies and procedures shall prevail |
| (ii) | Apex and Correspondent each represent that they have in place an anti-money laundering compliance program based on the laws of their respective jurisdictions. Correspondent shall supply a written summary of its compliance program upon Apex’s request. |
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| (iii) | The anti-money laundering responsibilities for each of Apex and Correspondent with regard to the omnibus clearing arrangement between Apex and Correspondent shall be as follows: |
| (1) | Know Your Customer |
| (a) | Correspondent shall be responsible for obtaining and maintaining adequate information, including without limitation as required by law, regarding customers for whom it introduces trades to Apex in order to establish that it knows the customer. Such information shall include, but not be limited to, verifying client identity, performing background and credit checks of clients, assuring that clients are not prohibited under the Patriot Act (e.g. foreign shell banks), and, on a regular basis, consulting lists of known or suspected terrorists or terrorist organizations maintained by U.S. government agencies to determine whether a person seeking to open an account, or a person for whom an account is maintained, appears on such lists.1 |
| (b) | Correspondent shall also be responsible for consulting lists of known suspected terrorists or terrorist organizations maintained by U.S. Government agencies on a regular basis to determine whether a person seeking to open an account, or a person for whom an account is maintained, appears on such lists. |
| (c) | By submitting transactions for opening with Apex, Correspondent represents that all customers for whom accounts are being submitted have been subject to stringent due diligence procedures as required in (1)(a) above, the identities of such customers have been verified, and based on Correspondent’s analysis of information obtained, such customers are not involved in activity that facilitates money laundering or the funding of terrorist or other criminal activities. |
| (d) | Correspondent shall be required to maintain all records of the information used to verify a person’s identity in an easily accessible place for as long as required by law or regulation, but in no event less than two years, and to make such information available to Apex and Intermediary upon request. |
| (e) | Correspondent recognizes that certain accounts bear higher risk due, but not limited, to the nature of the account, the place of residence or business of the client, the type of transactions conducted in the account, the client’s position in society or affiliations, or to the fact that the client is itself holding funds (whether directly or indirectly) on behalf of third parties. Correspondent undertakes to identify such higher risk accounts and agrees to conduct enhanced due diligence against such accounts identified by the Correspondent, or which are identified and notified to the Correspondent by Apex or Intermediary. Without limiting the foregoing, Correspondent undertakes to carry out enhanced due diligence against any account the balance of which exceeds $1 million and which is maintained for one or more individual clients through a personalized account relationship (private banking accounts). |
| (f) | In order to support Apex’s reasonable reliance on Correspondent with respect to client identification, Correspondent represents and warrants that it will not knowingly cause Apex to be in violation of the Bank Secrecy Act (as amended by the USA PATRIOT Act). Specifically, Correspondent will not: |
| (1) | maintain any accounts which are accounts for foreign shell banks (2) Correspondent will not allow access to Apex directly or indirectly by foreign shell banks, and (3) if Correspondent is a foreign bank, Correspondent will provide Apex with ownership and registered agent information as requested by Apex from time to time. If Apex is required to obtain Correspondent’s information for any customer of Correspondent, Correspondent will provide such information. |
| 1. | The following websites and any lists maintained thereon should be considered: Office of Foreign Asset Control (“OFAC”) – www.ustreas.gov/ofac; Financial Crimes Enforcement Network (“FinCEN”) – www.ustreas.gov/fincen; Financial Action Task Force on Money Laundering (“FATF”) – www.oecd.org/fatf and the SEC – www.sec.gov. |
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| (g) | Correspondent shall obtain, for its non-U.S. customers, and record, a governmental identification number (including, for a customer that is an individual, the customer’s passport number) and obtain a copy of the government document used to verify the customer’s identity at the time the account is opened. Correspondent shall also obtain a copy of a passport or other governmental identification for any of the following: the grantor/settlor of a foreign trust; and any beneficial owner of an offshore corporate account if: (1) the account is a personal holding company or private investment company; or (2) the beneficial owner of the entity which maintains the account holds more than a 10% interest in the entity. With respect to accounts involving registered investment advisers, correspondent shall obtain, record and verify the above information relating to the adviser’s customer, including ascertaining the identity of each beneficial owner of any such account, prior to opening the account. |
| (h) | Correspondent has established and will maintain an anti-money laundering program, consisting of, at a minimum: written internal policies, procedures and controls including a means for identifying and verifying the identity of customers; monitoring and identifying suspicious activity; the designation of an anti-money laundering compliance officer (whose identity shall be made known to Apex); an ongoing employee training program; and an independent audit function to test such programs annually; and any additional requirements under Correspondent’s home jurisdiction laws or as set forth in the rules of any regulatory or self-regulatory organization that has authority over Correspondent. Correspondent will allow Apex access to such information as Apex deems necessary in order for Apex to test Correspondent’s adherence to Correspondent’s anti-money laundering compliance program. If requested, Correspondent will provide a copy of such written program to Apex (including such amendments and revisions thereto). |
| (2) | Suspicious Activity Monitoring and Reporting |
| (a) | Correspondent shall be responsible for monitoring customer accounts for any suspicious transactions. In this regard, Correspondent will monitor, on a regular basis, among other things, customer activity introduced by Correspondent for clearing, including but not limited to trading, wire transfers into accounts maintained on behalf of customers, Journals and the deposit of and withdrawal from customer accounts of funds or other assets. |
| (b) | Correspondent shall immediately notify Apex of any suspicious transactions it detects or of which it is aware with respect to the accounts of customers for whom it introduces transactions to Apex. Correspondent shall be responsible for filing with the Department of Treasury any resulting Suspicious Activity Reports as required by the Patriot Act. |
| (c) | Apex may file with the Department of Treasury Suspicious Activity Reports related to suspicious transactions in Correspondent accounts detected by Apex. |
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| (d) | Apex may file with the Internal Revenue Service, and any other applicable regulatory bodies, joint FinCEN/IRS forms, as required by applicable law, with respect to transactions in which it receives more than $10,000 in currency or coins. Such reports will be filed pursuant to the relevant procedures set forth in Apex’s anti- money laundering compliance program. |
| (e) | Correspondent shall maintain for at least 6 years (or such longer period as is required under any applicable laws, rules and/or regulations) all necessary records and background documentation on such filings to enable Correspondent to comply with any request for information from Apex. |
| (3) | Information Sharing |
| (a) | Apex and Correspondent shall establish and maintain information-sharing procedures to provide for the sharing of information between Apex and Correspondent as necessary to identify and report activities that may involve terrorist activities or money laundering activities. Apex shall provide Correspondent with such account information relating to Correspondent’s Accounts as Correspondent shall reasonably request from time to time; provided, however, that should Correspondent fail to comply with its FinCEN filing requirements, Apex reserves the right to not provide such information to Correspondent. |
| (b) | Correspondent agrees to follow its internal information-sharing procedures as required by applicable law at all times. |
| (g) | Disciplinary Action, Suspension, or Restriction. If Correspondent or any of its affiliates, or any officer, director, general securities principal, financial and operational principal, or Registered Representative of Correspondent, becomes subject to any form of disciplinary action, suspension, or restriction by any federal or state agency, stock exchange, regulatory or self-regulatory organization having jurisdiction over Correspondent or Correspondent’s securities or commodities business, or any foreign governmental or regulatory body having authority over correspondent’s activities, Correspondent shall give notice to Apex promptly, orally and in writing, and provide Apex a copy of any decision relating to such action, suspension, or restriction. Apex may take any action it reasonably deems to be necessary (i) to assure that it and Correspondent will continue to comply with all applicable legal, regulatory, and self- regulatory requirements, notwithstanding such action, suspension, or restriction; and (ii) to comply with any requests, directives, or demands made upon Apex by any such federal or state agency, stock exchange, regulatory or self-regulatory organization, or any foreign governmental or regulatory body having authority over correspondent’s activities, including, in Apex’s sole discretion, to immediately terminate this Agreement. Conversely, if Apex or any of its affiliates, or any officer, director, general securities principal, financial and operational principal, or Registered Representative of Correspondent, becomes subject to any form of disciplinary action, suspension, or restriction by any federal or state agency, stock exchange, regulatory or self-regulatory organization having jurisdiction over Apex or Apex’s securities or commodities business, or any foreign governmental or regulatory body having authority over Apex’s activities relating to the activities or services contemplated hereunder, Apex shall give notice to Correspondent promptly, orally and in writing, |
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| (h) | Correspondent Certification and Reliance by Apex. Correspondent agrees that at least once annually it shall certify in writing to Apex (i) that Correspondent has implemented an anti-money laundering program at least as stringent as that required by this Section 2 and by applicable law and regulation and (ii) that Correspondent will perform the requirements of its customer identification program and Know Your Customer policies as specified in this Section 2. Correspondent understands and agrees that Apex may rely on Correspondent’s policies and procedures and certifications relating to this Section 2 for purposes of opening and maintaining any Correspondent account, that such reliance is reasonable, and that Correspondent is subject to a rule implementing 31 U.S.C. 5318(h) as it may be amended or replaced from time to time. |
| (i) | Apex Not a Fiduciary. Apex is not a fiduciary for purposes of the Department of Labor rules, Regulation Best Interest, or otherwise. Correspondent hereby represents that it is capable of evaluating risks independently and is exercising independent judgment in making all decisions related to its business, accounts, and plans, if any. Correspondent shall provide its Form CRS and any other disclosures required by Regulation Best Interest, or otherwise, to each of its customers at the time of opening any account on its books. If Correspondent intends to rely on a prohibited transactions exemption when operating with respect to retirement accounts and plans, such as but not limited to the “best interests contract” exemption or “level fee” exemption, it is Correspondent’s obligation to satisfy such exemption. If Correspondent collects third party payments related to positions or trading in customer accounts, such as but not limited to mutual fund rebates, interest sharing, or payment for order flow, Correspondent hereby represents and warrants that such receipt of payments is lawful and that Correspondent has obtained an exemption, if necessary, to accept such payments. |
| 3. | EXTENSION OF CREDIT |
Responsibility for compliance with the provisions of Regulation T issued by the Board of Governors of the Federal Reserve System pursuant to the Act (“Regulation T”) and all other applicable rules, regulations and requirements of any exchange or regulatory agency affecting the extension of credit shall be allocated between Apex and Correspondent as set forth in this Section 3.
| (a) | Margin Agreements. At the time of opening any margin Account with Apex, Correspondent will furnish Apex with an Apex Customer Margin and Short Account Agreement, executed by Correspondent, on the form furnished to Correspondent by Apex. Apex may, but is not required to, permit Correspondent to purchase securities on margin. Correspondent shall obtain a margin and short agreement with each underlying customer of Correspondent prior to allowing any customer to trade on margin in an Account and Correspondent shall abide by all applicable laws in extending margin to any customer. Apex shall have no obligations with respect to any underlying customer of Correspondent, and Correspondent agrees and acknowledges Apex shall treat each Account as one individual account for Regulation T and other purposes with respect to the extension of margin. |
| (b) | Margin and Margin Maintenance. Correspondent is responsible for assuring payment of Correspondent’s and customers’ initial margin requirements and of all amounts necessary to meet subsequent maintenance calls in each Account, in order to ensure compliance with Regulation T and the house rules of Apex. Such payment shall be made directly to Apex. Apex shall use reasonable efforts to notify Correspondent of any changes to its house rules or maintenance requirements prior to implementing or taking action on any change where reasonably practicable. Apex shall have the unlimited right to buy in, liquidate or sell out positions in Accounts whenever Apex, in its sole and absolute discretion, deems such action appropriate and despite whether, if the Account is a Margin Account, any such Account is then in or about to come into compliance with applicable margin maintenance requirements or has requested an extension of time to make any payment required by Regulation T or other applicable rules or regulations. Correspondent acknowledges that Apex has the right to demand payment on any debit balance in any Account and that Correspondent is responsible to Apex for any unsecured debit balance resulting from any failure of Correspondent to make any such payments upon demand or from the failure of any customer of Correspondent to make payment to Correspondent. |
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| (c) | Margin Requirements. Initial margin and margin maintenance requirements applicable to any margin Account of Correspondent shall be in accordance with the house rules of Apex, rather than in accordance with any lower requirement of any law, any exchange or any regulatory agency. Correspondent acknowledges that Apex may change the margin requirements applicable to any Account or class of accounts, as described in its house rules and will inform Correspondent of such changes as they occur; Correspondent shall be responsible for the payment of any additional margin necessary to ensure compliance with such increased requirements. If Correspondent allows any of its underlying customers to trade on margin it shall send each of such customers a written disclosure statement at the time of opening such account as required by Rule 10b-16 and FINRA Rule 2264 including disclosure of any margin interest rates applicable to its customers. Correspondent shall not change any margin interest rate charged to any of its customers without providing such customer(s) at least thirty (30) days advance written notice or any longer period required by applicable laws and regulations. |
| (d) | Losses. In addition to, and not in limitation of, Correspondent’s agreement to indemnify Apex pursuant to the provisions of Section 10, Correspondent indemnifies and holds harmless Apex from and against any and all loss, cost, expense and liability (including legal and accounting fees and expenses) sustained by Apex arising out of any of the following: |
| (i) | any failure by Correspondent to comply with the terms of its Customer Margin and Short Account Agreement; |
| (ii) | the failure of Correspondent to comply with Regulation T; |
| (iii) | the failure of Correspondent to satisfy its obligations under this Section 3; or |
| (iv) | the failure of delivery of securities sold or failure of payment for securities purchased in accordance with the provisions of Regulation T; the return to Apex unpaid of any check given to Apex by Correspondent or the payment for and/or delivery of all “when issued” transactions which Apex may accept or execute for the Accounts. |
| (e) | Unsecured Debits or Unsecured Short Positions. Apex may charge against the accounts of Correspondent an amount equal to the value of any unsecured debit or short position (on a “mark to market” basis) if that position has not been promptly resolved by payment or delivery. |
| (f) | Payment of Interest. Apex will charge Correspondent’s account for all interest payments related to any extension of credit. |
| (g) | Hypothecation/Re-hypothecation of Securities. Apex will be responsible for the hypothecation or re-hypothecation of all eligible securities collateralizing customer deficits. |
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| 4. | MAINTENANCE OF BOOKS AND RECORDS |
Apex will maintain stock records and other records on a basis consistent with generally accepted practices in the securities industry and will maintain copies of such records in accordance with FINRA and SEC guidelines for record retention in effect from time to time. Unless otherwise required by law, Apex shall have no obligation to maintain, or make available to Correspondent, such books and records after termination of this Agreement.
At the time this Agreement is executed and annually thereafter, Apex will provide Correspondent with a list or description of all exception or other reports that it offers to Correspondent. (See Attached Schedule B.) Annually, Apex will provide Correspondent with a list of those reports requested by or supplied to Correspondent and will provide a copy of such notice to Correspondent’s DEA. Apex and Correspondent shall each be responsible for preparing and filing the reports required by the governmental and regulatory agencies that have jurisdiction over each and Apex and Correspondent will provide the other with such information, if any, which is in the control of one party but is required by the other to prepare any such report. Correspondent agrees to maintain detailed records of any option, margin or stock loan orders, including review of “easy to borrow” or “hard to borrow” lists as applicable for each such order and to provide such records to Apex upon request. Correspondent agrees to maintain records necessary to comply with its OATS reporting obligations, to make such filings timely and to furnish such documentation to Apex upon request. Apex will maintain copies of all account documentation submitted to it by Correspondent, provided that Correspondent is primarily responsible for obtaining and maintaining such documentation and keeping it current.
| 5. | RECEIPT, DELIVERY AND SAFEGUARDING OF FUNDS AND SECURITIES |
| (a) | Receipt and Delivery in the Ordinary Course of Business. Apex, acting on behalf of Correspondent, will receive and deliver all funds and securities in connection with transactions for Accounts in accordance with the instructions of Correspondent. Correspondent shall be responsible for its obligations to deliver funds or securities in connection with each such transaction. Correspondent shall be responsible for any failure to fulfill such obligation. Apex shall be responsible for the safeguarding of all funds and securities delivered to and accepted by it, subject to count and verification by Apex. However, Apex will not be responsible for any funds or securities delivered by Correspondent, its agents or employees, until such funds or securities are physically delivered to Apex’s premises and accepted by Apex or deposited in bank accounts maintained in Apex’s name. It is expressly understood and agreed, however, that, except as otherwise expressly provided in this Agreement, Correspondent is responsible for compliance with the Currency and Foreign Transactions Reporting Act (31 U.S.C. Section 5311 et seq.) and the rules and regulations promulgated thereunder (31 C.F.R. Section 103.11, as amended, et seq.). |
| (i) | Purchases. Correspondent shall be responsible for purchases (including transactions on a “when issued” basis) until actual and complete payment has been received by Apex. |
| (ii) | Sales. Correspondent shall be responsible for all sales of securities (including those on a “when issued” basis), until Apex has received, in acceptable form, the securities involved in the transaction. If Apex does not receive delivery of such securities, or does not receive such securities in acceptable form, Apex may buy-in all or part of the securities, in which case Correspondent shall be responsible for any cost or expense incurred by Apex, including any additional cost for such securities above the original transaction price. |
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| (iii) | Failure to Settle or Pay for Securities. In the event of any failure to timely deposit required funds or securities, Apex may take any remedial action that Apex, in its sole discretion, deems appropriate. Without waiving or otherwise limiting its right to take other remedial action, Apex may at its sole option charge interest at rates as specified in the fee schedule set forth in Schedule A attached hereto and incorporated herein. |
| (iv) | Correspondent may pass any charges or interest referred to in this Section to its customers; however, Correspondent remains responsible to Apex for the payment of any such charges or interest. |
| (b) | Custody Services. Whenever Apex has been instructed to act as custodian of the securities in any Account, or to hold such securities in “safekeeping,” Apex may hold the securities in the Correspondent’s name or may cause such securities to be registered in the name of Apex or its nominee or in the names of nominees of any depository used by Apex. Apex will perform the services required in connection with acting as custodian for securities in Correspondent Accounts, such as (i) collection and payment of dividends; (ii) transmittal and handling of tenders or exchanges pursuant to tender offers and exchange offers; (iii) transmittal of all proxy materials and other shareholder communications; and (iv) handling of exercises or expirations of rights and warrants, and of redemptions of securities. |
| (c) | Receipt and Delivery Pursuant to Special Instruction. Upon instruction from Correspondent, Apex will make such transfers of securities or Accounts as may be requested. Correspondent shall be responsible for determining if any securities held in Correspondent Accounts are “restricted securities” or “control stock” as defined by the rules of the SEC and that orders executed for such securities are in compliance with applicable laws, rules and regulations. |
| 6. | CONFIRMATIONS AND STATEMENTS |
| (a) | Preparation and Transmission. Apex will prepare and send, to the extent required by the Rules, to Correspondent monthly statements of account (or quarterly statements if no activity occurs in an account during any quarter covered by such statement), which statements shall meet Apex’s requirements as to format and quality. Apex will be responsible for preparing and transmitting confirmations. Apex will also provide to Correspondent monthly statements of clearing services performed by Apex for Correspondent Accounts showing the fees charged for such services during the month. Correspondent shall prepare and send to its customers statements of accounts and confirmations as applicable, and Apex shall have no responsibility thereto. Correspondent shall be responsible for the delivery of any prospectus or other documents or information to its customers. |
| (b) | Examination and Notification of Errors. Correspondent shall examine promptly all monthly and/or quarterly statements of account, monthly and/or quarterly statements of clearing services and other reports provided to Correspondent by Apex. Correspondent shall notify Apex of any error claimed by Correspondent in any Account in connection with (i) any transaction prior to the settlement date of such transaction, (ii) information appearing on daily reports within [***] days of such report, and (iii) information appearing on monthly or quarterly statements or reports within [***] of Correspondent’s receipt of any monthly or quarterly statement or report. Any notice of error shall be accompanied by such documentation as may be necessary to substantiate Correspondent’s claim. Correspondent shall provide promptly upon Apex’s request any additional documentation which Apex reasonably believes is necessary or desirable to determine and correct any such error. If Correspondent shall fail to notify Apex of any perceived error within the applicable time frame, Correspondent shall be deemed to have waived any right to make any claim against Apex relating to such perceived error. |
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| 7. | ACCEPTANCE OF ORDERS, EXECUTION OF TRANSACTIONS, OTHER SERVICES |
| (a) | Correspondents’ Orders. Orders by Correspondent can be executed by a FINRA member broker-dealer or forwarded to Apex for execution. Correspondent shall be solely responsible for the use of any hardware, software, communication equipment, communication services, information formatting requirements or other items used in the execution of any orders. Apex shall not be responsible for errors in execution due to any systems or software failures. Apex shall have no responsibility for orders executed by any other persons. Correspondent shall be responsible for the authenticity of all orders. Apex is not obligated to (i) accept any orders from Correspondent; (ii) confirm a transaction or cancel a confirmation; or (iii) accept a delivery or receipt of securities or money, in each case if Apex determines in good faith that it should not. Correspondent assumes the risk of failure by an over-the-counter dealer with which Correspondent executes an order in the event such dealer fails to perform and will reimburse Apex for any loss incurred by it in the transaction. For any sale order that involves a “short sale,” as defined in Rule 200 of SEC Regulation SHO (“Reg. SHO”) under the Exchange Act, Correspondent shall be solely responsible for satisfying the “locate” requirements set forth in Rule 203(b) of Reg. SHO which require a broker- dealer accepting a short sale order to determine the availability of shares for borrowing such that delivery may be made pursuant to the sale on the delivery date. |
| (b) | Orders Executed Away from Apex. To the extent that any order is executed by a broker-dealer other than Apex, Apex will have no responsibility for the transmission or execution of such order, and Correspondent assumes full responsibility for compliance with any “best execution” requirements, for resolving any disputes with respect to the execution of such orders, and for bearing any losses resulting from such transactions. Correspondent also agrees that, with respect to any such orders, it will report executions immediately and provide real-time drop copies on all trades to Apex in the manner required by Apex for clearance, risk management and other internal purposes. |
| (c) | Transactions Clearing. During the term of this Agreement, subject to the terms hereof, Apex will clear transactions on an omnibus basis for Accounts of Correspondent; provided, however, that Apex is not obligated to clear any or all transactions for Correspondent if Apex reasonably determines that it should not. |
| (d) | Other Services. Apex will perform such other services, upon such terms and at such prices, as Apex and Correspondent may from time to time agree. Neither Apex nor any of its directors, officers, employees, agents, contractors, affiliates, information providers, licensors, or other suppliers providing data, information, services, or software, warrants that the services will be uninterrupted or error free; nor do any of them make any warranty as to the results that may be obtained from the use of the services or as to the timeliness, accuracy, completeness, reliability or content of any data, information, services, or transactions provided, and Apex shall not be responsible for any losses, liability, or damages from your use of these services. |
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| (e) | LOPR Reporting. Correspondent shall, and shall be fully responsible to identify and report accounts of its underlying customers that are acting in concert and to file large option position reports (LOPR) to the appropriate authorities where applicable. Where applicable, Apex shall separately file LOPR reports to its regulators at an omnibus level on Accounts, which shall not relieve Correspondent of Correspondent’s obligations under this Section. |
| 8. | FEES AND SETTLEMENTS FOR SECURITIES TRANSACTIONS |
| (a) | Fees for Clearing Services. Apex will charge Correspondent for clearing services according to the fee schedule set forth in Schedule A attached hereto and incorporated herein for all purposes. [***] |
| (b) | Settlements. As soon as practicable after the end of each month, Apex will forward to the Correspondent a statement showing all amounts due to Apex from Correspondent (including, without being limited to, clearing charges, other charges, other fees and Correspondent’s unsecured debit items, however arising), together with the amount by which the total owed Correspondent exceeds the total owed Apex. If such statement indicates that Correspondent owes monies to Apex, Correspondent shall promptly pay Apex the amount by which the total owed Apex exceeds the total owed Correspondent. If Correspondent fails to make such payment on a timely basis, Apex shall have the right to charge any other Account maintained by Apex for Correspondent or any other assets of Correspondent held by Apex (including the deposit required pursuant to Section 9 and positions and balances in Correspondent Accounts) for the net amount due Apex and late fees shall apply to any unpaid amounts (as described in Schedule A). Any failure by Apex to charge any Account or assets of Correspondent held by Apex shall not act as a waiver of Apex’s right to demand payment of, or to charge Correspondent’s Accounts for, the full amount due at any time. |
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| 9. | DEPOSIT |
| (a) | Contemporaneously with the signing of this Agreement, to further assure Correspondent’s performance of its obligations under this Agreement, including but not limited to its indemnification obligations, Correspondent will deliver cash or securities to Apex, as specified in Schedule A attached, for deposit in an account maintained by Apex (the “Deposit Account”). The Deposit Account shall not represent an ownership interest by Correspondent in Apex. The Deposit Account shall at all times contain cash, securities, or a combination of both, having a market value of at least the amount set forth in Schedule A. The securities placed in the Deposit Account shall consist only of direct obligations issued by or guaranteed as to principal and interest by the United States Government. |
| (b) | Changes. If at any subsequent time Apex, in its sole and absolute discretion, requires an additional deposit, Correspondent will promptly deposit additional cash or securities in an amount specified by Apex. Instead of making such additional deposit, Correspondent may reduce Correspondent’s business volume or modify the nature of the securities involved in the Correspondent’s transactions (“business mix”) as specified by Apex. Any failure by Apex to demand compliance with the requirement that Correspondent either deposit additional amounts or modify Correspondent’s business mix shall not act as a waiver of Apex’s right to demand compliance with such requirements at any time. If the deposit is not adequately funded as required by Apex, Apex may, in addition to all other rights under this Agreement, transfer cash or securities of Correspondent held by Apex to the Deposit Account or terminate this Agreement forthwith. Correspondent agrees that if Apex, at its sole and absolute discretion, determines it to be necessary, Apex shall accept only liquidating transactions for Correspondent Accounts. |
| (c) | Apex’s Right to Offset. Apex shall be entitled to set-off against any deposit in addition to any and all other rights or remedies Apex may have under this Agreement or otherwise. In furtherance of the foregoing, and not in limitation thereof, if (i) Apex shall have any claim against Correspondent which has not been resolved within [***] days after Apex presents such claim to Correspondent, or (ii) if Apex shall suffer any loss or incur any expense for which it is entitled to be indemnified within [***] days after being requested to do so, Apex may deduct the amount of such claim, loss or expense from any account of Correspondent. Apex may withdraw cash or securities (or both) having a market value equal to the amount of such claimed deficiency. If those funds are withdrawn from the Deposit Account, then Correspondent shall be obligated to make an immediate deposit in the Deposit Account of cash or securities sufficient to bring the Deposit Account back to a value of at least the amount required by Apex. |
| (d) | Termination of Deposit Account. The deposit will be refunded to the Correspondent within [***] days after termination of this Agreement, less any amounts to which it is entitled under the preceding paragraph (c); provided, however, that Apex may: (i) retain the Deposit Account for such period of time until transfer of all accounts of Correspondent has been completed and (ii) retain in the Deposit Account such amount for such period as it deems appropriate for its protection from any claim or proceeding of any type, [***] until the final determination of such claim or proceeding is made. Correspondent agrees that if this Agreement is terminated for any reason, Apex may, in its sole discretion, liquidate any securities or other property deposited or held in the Deposit Account or any other account of Correspondent held by Apex and deduct from any amounts that Correspondent owes Apex because of failure to meet any of Correspondent’s obligations to Apex or any other party under this Agreement or otherwise. |
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| 10. | INDEMNIFICATION |
| (a) | Indemnity. |
| (i) | In addition to any other obligations it may possess under other provisions of this Agreement, Correspondent agrees to indemnify, defend and hold harmless Apex, each person who controls Apex within the meaning of the Act and any directors, officers, employees, partners, representatives, agents and attorneys of Apex or the person’s controlling Apex (collectively, the “Apex Indemnified Persons”) from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses and costs (including any legal and accounting fees and expenses) arising out of, in connection with or relating to (A) Correspondent or its officers, affiliates, employees, independent agents or contractors, or customers for any reason, fraudulent or otherwise, failing to perform or to comply with any obligation under this Agreement or any other agreement executed and delivered to Apex in connection with Apex’s performance of services hereunder (Correspondent’s indemnification obligation under this Paragraph shall not be affected by the participation of Apex or any person controlling it or controlled by it within the meaning of Act in any transaction giving rise to such an obligation), (B) any breach by Correspondent of any representation or warranty made by it under this Agreement, (C) any negligent, dishonest, fraudulent, or criminal act or omission on the part of any of Correspondent or Correspondent’s officers, directors, employees, contractors, customers or agents, (D) any claim or dispute between Correspondent and a customer with respect to services provided under this Agreement, including, but not limited to, any claim or dispute concerning the validity of a customer order in the form the order was transmitted to Apex by Correspondent and any claim arising in connection with Apex’s guarantee of any signature of any customer of Correspondent or at the request of Correspondent, (F) any guarantee, indemnification, or hold harmless agreement in connection with Correspondent’s business or customers that Apex may provide to the National Securities Clearing Corporation, the Depository Trust Company, or any other clearing, depository, or self-regulatory organization with respect to transactions self-cleared by Correspondent prior to transfer of such functions to Apex and/or (G) any failure by Correspondent to comply with the rules and regulations applicable to it under law, including without limitation FINRA rules and any act or failure to act by Apex Indemnified Persons, except any act or failure to act which is the result of gross negligence or willful misconduct on the part of any such Apex Indemnified Person. Without limiting the generality of the foregoing, such failure is explicitly intended by the parties to include failure resulting from (i) suspension of trading or bankruptcy or insolvency of any company, securities of which are held in Accounts; (ii) failure by Correspondent to maintain adequate margin; or (iii) breach of any law, rule or regulation of the United States, a state or territory thereof, the SEC, the Federal Reserve Board or other U.S. or foreign authority, applicable to any transaction contemplated by this Agreement. THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS IN ANY WAY OR TO ANY EXTENT ARISE UNDER OR ARE CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY APEX INDEMNIFIED PARTIES, provided only that Apex Indemnified Parties shall not be entitled under this paragraph to receive indemnification for that portion, if any, of any liabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined by arbitration in accordance with Section 17 below. If gross negligence or willful misconduct by Apex Indemnified Parties is alleged, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as an arbitrator or court enters a final ruling as to the extent and effect of the alleged gross negligence or willful misconduct. |
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| (ii) | Upon receipt by any indemnified party under this Section of notice of the commencement of any action, and if a claim is to be made against the indemnifying party under this Section, the indemnified party will promptly notify the indemnifying party. The omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party otherwise than under this Section 10(a)(iii). In any such action brought against any indemnified party, the indemnifying party will be entitled to participate in and, to the extent that it may wish, to assume the defense thereof, subject to the provisions herein stated, with counsel satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation or in the case of an actual or potential conflict of interest between Correspondent and Apex. Correspondent will keep Apex informed of the status of the defense of such claims, and Correspondent will not agree to any settlement without consent of Apex, which consent will not be unreasonably withheld. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not, other than in the case of an actual or potential conflict of interest between Correspondent and Apex, be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel satisfactory to the indemnified party. In the event that Apex reasonably believes that Correspondent is not adequately defending a claim, Apex will have the right to assume the defense of such claims at the sole expense of Correspondent. Correspondent will not settle any action unless such settlement completely and finally releases Apex from any and all liability and otherwise is acceptable to Apex. Except with the prior written consent of the indemnifying party, the indemnified party may not confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify. |
| (b) | Security Interest and Authorization to Charge. Correspondent grants to Apex a first priority lien and security interest in any Correspondent Account, including the Deposit Account, maintained by Apex and any other assets of Correspondent now or hereafter held by Apex and authorizes Apex to discharge such lien by charging such Account and assets with all amounts owing to Apex including, but not limited to, (i) any cost or expense resulting from failures to deliver or failures to receive, (ii) any losses resulting from unsecured debit balances in any Account and (iii) any amounts to which Apex is otherwise entitled pursuant to the provisions of Section 10(a). Apex shall have discretion to liquidate or sell any securities without notice to Correspondent, and to determine which securities to sell. Such charge may be made against Correspondent Account or assets at any time and in such amount as Apex deems appropriate. No delay in charging any Correspondent Account or asset shall operate as a waiver of Apex’s right to do so at any future time as and when Apex deems appropriate. Apex shall have the unlimited right to set-off any indebtedness or other obligations of Correspondent under this Agreement or otherwise (absolute or contingent, matured or unmatured) against any obligations of Apex to Correspondent, including from the Deposit Account (as described in Section 9) and/or any other money, securities, or other property of Correspondent in Apex’s possession (including commissions payable to Correspondent). Notwithstanding the foregoing, Apex shall have no lien on fully- paid securities in Correspondent’s omnibus Accounts at Apex. Apex acknowledges and agrees that, to the extent that each of Correspondent’s omnibus Accounts at Apex does not carry a debit balance, all settled securities in such account shall be considered fully paid and free of any lien. Correspondent represents all assets in any omnibus Account belong to customers of Correspondent and Correspondent is responsible for segregating its proprietary assets from those of its customers. |
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| (c) | Reserves. In connection with any claim that does or could give rise to a claim for indemnification under this Section 10 for Apex or an Apex Indemnified Person, Apex may, in its discretion, in addition to any and all other rights and remedies under this Agreement, reserve and retain any money, securities or other property of Correspondent pending a determination of such claim and shall use good faith efforts to notify Correspondent of any such claim (provided that any failure to provide such notification shall not affect Apex’s rights to make, prosecute or otherwise enforce such claim). The money, securities or other property of Correspondent set aside in such a reserve shall be subject to Apex’s lien and security interest described in Section 10(b) above. |
| (d) | Disclaimer of Warranties. Correspondent expressly agrees that Correspondent’s use of Apex’s Services, including the Systems and software products as defined herein, is at Correspondent’s sole risk. Neither Apex nor any of its directors, officers, employees, agents, contractors, affiliates, information providers, licensors, or other suppliers providing data, information, services or software, including but not limited to FINRA, warrants that the services will be uninterrupted or error free; nor do any of them make any warranty as to the results that may be obtained from the use of the services or as to the timeliness, sequence, accuracy, completeness, reliability or content of any data, information, services, or transactions provided and Apex shall not be responsible for any losses liabilities or damages caused by the acts or omissions of those third party agents, contractors, information providers or other suppliers beyond any amount which Apex is able to recover pursuant to its agreement with such entity. Apex’s services are provided on an “as is,” “as available” basis, without warranties of any kind, either express or implied, including, without limitation, those of merchantability, fitness for a particular purpose, and non-infringement, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement. |
| (e) | Allocation of Risks. Correspondent acknowledges and agrees that the fees charged by Apex reflect the allocation of risks including, but not limited to, any limitation of liability set forth in this Agreement. A modification of the allocation of risks set forth in this Agreement would affect the fees charged by Apex, and in consideration of such fees, Correspondent agrees to such allocation of risks. |
| 10.1 | INDEMNIFICATION |
| (a) | Indemnity. |
| (i) | In addition to any other obligations it may possess under other provisions of this Agreement, Apex agrees to indemnify, defend and hold harmless Correspondent, each person who controls Correspondent within the meaning of the Act and any directors, officers, employees, partners, representatives, agents and attorneys of Correspondent or the person’s controlling Correspondent (collectively, the “Correspondent Indemnified Persons”) from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses and costs (including any legal and accounting fees and expenses) arising directly out of Apex’s gross negligence or willful misconduct |
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| (ii) | Upon receipt by any indemnified party under this Section of notice of the commencement of any action, and if a claim is to be made against the indemnifying party under this Section, the indemnified party will promptly notify the indemnifying party. The omission to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified party otherwise than under this Section 10(a)(iii). In any such action brought against any indemnified party, the indemnifying party will be entitled to participate in and, to the extent that it may wish, to assume the defense thereof, subject to the provisions herein stated, with counsel satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation or in the case of an actual or potential conflict of interest between Apex and Correspondent. Apex will keep Correspondent informed of the status of the defense of such claims, and Apex will not agree to any settlement without consent of Correspondent, which consent will not be unreasonably withheld. The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not, other than in the case of an actual or potential conflict of interest between Apex and Correspondent, be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel satisfactory to the indemnified party. Apex will not settle any action unless such settlement completely and finally releases Correspondent from any and all liability and otherwise is acceptable to Correspondent. Except with the prior written consent of the indemnifying party, the indemnified party may not confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify. |
| 11. | UNDERTAKINGS OF CORRESPONDENT |
| (a) | Financial Statements and Other Reports. Correspondent will furnish to Apex as soon as possible a copy of Correspondent’s balance sheet and statement of earnings for the current fiscal year and for each of Correspondent’s subsequent fiscal years. Each such balance sheet and statement of earnings shall be certified by independent public accountants. Correspondent also shall furnish Apex with copies of its monthly and quarterly Focus filings, and any amendments to Correspondent’s Form BD, promptly after filing, and any other regulatory or financial reports Apex may from time to time request. |
| (b) | Other Clearing Services. During the term of this Agreement, Correspondent will not sign a clearing agreement with another clearing broker or dealer without prior written notice to Apex. |
| (c) | Suspension or Restriction. In the event that Correspondent or any employee of Correspondent shall become subject to suspension or restriction by any regulatory or self-regulatory body having jurisdiction over Correspondent and Correspondent’s securities business, Correspondent will notify Apex immediately and Correspondent authorizes Apex to take such steps as may be necessary for Apex to maintain compliance with the rules and regulations to which Apex is subject. Correspondent further authorizes Apex, in any event, to comply with directives or demands made upon Apex by any exchange or regulatory or self- regulatory body relative to Correspondent. In connection with such directives or demands, Apex may seek advice or legal counsel and Correspondent will reimburse Apex for reasonable fees and expenses of such counsel. |
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| (d) | Fixed Price Offerings. Correspondent agrees that in making sales of securities, as a part of a fixed price offering, it will comply with all applicable rules of FINRA, including, without limitation, FINRA’s Interpretations with respect to Free-Riding and Withholding under FINRA Rule 5130. |
| (e) | Orders. The parties hereto expressly agree that Apex shall not be responsible for investigation into the facts surrounding any transaction that it may have with Correspondent, or that Correspondent may have with other persons, nor shall Apex be under any responsibility for compliance by Correspondent with any laws or regulations which may be applicable to Correspondent. It shall be the sole responsibility of the Correspondent to maintain secure accounts and to monitor for any unauthorized activity. Apex shall have no liability for any actions or failures to act by it or any of its affiliates based upon orders reasonably believed by Apex to have been transmitted by Correspondent irrespective of whether or not such orders were actually authorized by Correspondent. |
| (f) | Inquiries on Certificates. Apex agrees to act as Correspondent’s direct inquirer under the Lost and Stolen Securities Program under Rule 17f-1 (17CFR 240.17f-1). |
| (g) | Affiliate Accounts. Correspondent agrees that, in the event that the assets in its Accounts, including the Deposit Account, are insufficient to meet any obligations owed to Apex, and Correspondent has one or more accounts with any affiliate of Apex (such affiliate a “Apex Affiliate”), that Apex is hereby authorized to have the applicable Apex Affiliate liquidate the assets of any such accounts to the extent necessary to pay such obligations, and to pay such amounts to Apex under the same terms and conditions as Apex may liquidate or deduct Correspondent assets in the Deposit Account pursuant to Section 9 of this Agreement. Correspondent further authorizes Apex to liquidate any Accounts to pay any obligations owed to an Apex Affiliate upon request by such Apex Affiliate after the determination that the assets in Correspondent’s accounts with such Apex Affiliate, including its Deposit Account, are insufficient to meet the obligations owed to such Apex Affiliate. |
| (h) | Changes to Representations. Correspondent shall immediately notify Apex of any changes to any circumstances that may affect the veracity or completeness of the representations and warranties contained in this Agreement, or in the event of any violation (irrespective of whether it is intentional or inadvertent) of any representation, obligation or undertaking of Correspondent in this Agreement. Any failure to provide any such notice shall be deemed a breach of this Agreement by Correspondent and Apex shall be entitled, at its sole discretion, to immediately terminate this Agreement. |
| (i) | Continuation of Business. The overall pricing schedule and each of its components set forth in Schedule A hereto have been determined and agreed to on the basis of Correspondent’s agreement to clear its business through Apex, the type and level of business currently being done by Correspondent, and Correspondent’s representation as to the type and level of business it expects to conduct during the term of this Agreement. Correspondent agrees that during the term of this Agreement it will not directly or indirectly take steps to move or transfer (or cause its customers to transfer) the business cleared through Apex to another firm. |
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| (j) | Protection of Intellectual Property. Correspondent shall preserve and protect Apex’s and its affiliates’ patent, trade secret, copyright and other proprietary rights in Apex’s or its affiliates’ products, services, trademarks and tradenames, at least to the same extent used by Correspondent to preserve and protect its own proprietary data or information and to notify Apex of any action by any third party known by Correspondent to constitute an infringement of Apex’s or any of its affiliates’ proprietary rights and to cooperate with Apex in protecting such rights. Without limiting the foregoing, Correspondent shall note Apex’s or its affiliates’ patent, trade secret, copyrights, trademarks and trade names when Correspondent makes reference to or distributes products or services provided by Apex or its affiliates, as applicable. |
Apex shall preserve and protect Correspondent’s and its affiliates’ patent, trade secret, copyright and other proprietary rights in Correspondent’s or its affiliates’ products, services, trademarks and tradenames, at least to the same extent used by Apex to preserve and protect its own proprietary data or information and to notify Correspondent of any action by any third party known by Apex to constitute an infringement of Correspondent’s or any of its affiliates’ proprietary rights and to cooperate with Correspondent in protecting such rights. Without limiting the foregoing, Apex shall note Correspondent’s or its affiliates’ patent, trade secret, copyrights, trademarks and trade names when Apex makes reference to or distributes products or services provided by Correspondent or its affiliates, as applicable.
| (k) | Currency Fluctuation. If Correspondent directs Apex to enter into any transaction to be effected on any securities exchange or in any market on which transactions are settled in a foreign currency, (i) any profit or loss arising as a result of a fluctuation in the rate of exchange between such currency and the United States Dollar shall be entirely for Correspondent’s account and risk, (ii) all initial and maintenance margin deposits required or requested by Apex shall be in the currency required by the applicable marketplace or clearing agency in such amounts as Apex in its sole discretion may require, and (iii) Apex is authorized to convert funds in the Account into and from such foreign currency at rates of exchange prevailing at the banking or other institutions with which Apex normally does business. |
| 12. | TERMINATION OF AGREEMENT: TRANSFER OF ACCOUNTS |
| (a) | Effectiveness. This Agreement shall become effective immediately upon signing and shall remain in force for five (5) years from the date of termination of the Fully- Disclosed Clearing Agreement (“Fully-Disclosed Clearing Agreement”) between Apex and Correspondent. Either party may terminate this Agreement at the end of the initial term by providing the other written notice of at least [***] days prior to the end of the then-current term. Subsequent to this initial term, either party may terminate this Agreement by giving [***] days prior written notice to the other party, in the absence of which this Agreement shall continue in full force and with full effect. |
| (b) | Termination by Apex. Notwithstanding Section 12(a), Apex may terminate this Agreement at any time on (A) at least 180 days’ prior written notice to Correspondent and/or (B) [***] days (or in the event of clause (ii) or (iii) below, immediately) written notice to Correspondent in the event that Correspondent: |
| (i) | fails to comply with the terms of this Agreement and, after notification by Apex, fails to return to full compliance within [***] days from said notification; or any representation, warranty or covenant of Correspondent in this Agreement is or becomes false or misleading; |
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| (ii) | is enjoined, prohibited, suspended, or otherwise becomes unable, as a result of an administrative or judicial proceeding, from engaging in securities business activities constituting all or portions of Correspondent’s securities business, which injunction, prohibition or suspension in Apex’s judgment makes impracticable the omnibus clearing relationship established in this Agreement. |
| (iii) | becomes or is declared insolvent; voluntarily files or is the subject of, a petition commencing a case under any chapter of Title 11 of the United States Code; makes a general assignment for the benefit of its creditors; admits in writing its inability to pay its debts as they mature; files an application or consents to the appointment of, or there is appointed, any receiver, or a permanent or interim trustee of that party or any of its subsidiaries, as the case may be, or all or any portion of its property, including, without limitation, the appointment or authorization of a trustee, receiver or agent under applicable law or under a contract to take charge of its property for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of its creditors; files a petition seeking a reorganization of its financial affairs or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute or files an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or statute; |
| (iv) | sells or enters into negotiations to sell all or substantially all of its assets. |
| (v) | takes any corporate action for the purpose of effecting any of the foregoing; |
| (vi) | any director, executive officer, general securities principal, financial and operations principal, or Registered Representative of Correspondent is enjoined, prohibited, disciplined or suspended as a result of administrative or judicial proceedings, or proceedings of a regulatory organization or of a self- regulatory organization of which Correspondent is a member, from engaging in securities business activities constituting all or portions of Correspondent’s securities business. |
| (c) | Automatic Termination. In addition to any other provisions for termination herein, this Agreement shall terminate immediately in the event that either Correspondent or Apex ceases to conduct its business or that either party: |
| (i) | is no longer registered as a broker/dealer with the SEC; or |
| (ii) | is no longer a member in good standing of FINRA; or |
| (iii) | is suspended by any national securities exchange of which such party is a member for failure to comply with the rules and regulations thereof. |
| (d) | Conversion of Accounts. In the event that this Agreement is terminated for any reason, it shall be Correspondent’s responsibility to arrange for the conversion or ACAT (at Apex’s discretion) of Correspondent Accounts to another clearing broker within [***] days of the termination of this Agreement. Correspondent will give Apex written notice (the “Conversion Notice”) of: |
| (i) | the name of the broker that will assume responsibility for clearing services for Correspondent; |
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| (ii) | the date on which such broker will commence providing such services; |
| (iii) | Correspondent’s undertaking, in form and substance satisfactory to Apex, that Correspondent’s agreement with such broker provides that such broker will accept on conversion or ACAT all Accounts, then maintained by Apex; and |
| (iv) | the name of an individual within that organization who Apex can contact to coordinate the conversion or ACAT. The Conversion Notice shall accompany Correspondent’s notice of termination given pursuant to Section 12(a) or within [***] days of the occurrence of an event specified in Section 12(c). |
If Correspondent fails to give the Conversion Notice to Apex, Apex may give to Correspondent such notice as Apex deems appropriate of the termination of this Agreement and may make such arrangements as Apex deems appropriate for transfer or delivery of Correspondent Accounts and the costs and expenses of making such arrangements shall be charged to Correspondent.
Correspondent will pay to Apex all deconversion charges and reimburse Apex for deconversion expenses (including, without limitation ACAT charges, file charges, programming expenses and processing expenses). To the extent Correspondent Accounts continue to remain after deconversion, Apex will impose a monthly minimum charge and a per account charge.
| (e) | Survival. Termination of this Agreement shall not affect Apex’s rights or liabilities relating to business transacted prior to the effective date of such termination and Sections 8-10 and 12-19 shall survive the termination of this Agreement for any reason. From the date of termination until transfer or delivery of all Correspondent Accounts, Apex’s and Correspondent’s rights and liabilities relating to business transacted after such termination shall be governed by the same terms as those set forth in this Agreement. |
| (f) | No Obligation to Release. Apex shall not be required to release to Correspondent any securities or cash held by Apex for Correspondent in one or more Correspondent Accounts until any amounts owing (whether immediately or thereafter reasonably expected to become due and owing) to Apex pursuant to the provisions of this Agreement are paid; and Correspondent’s outstanding obligations hereunder to Apex are determined, including determination of any disputed amounts, and satisfied; and any property of Apex in the possession of Correspondent is returned to Apex. |
| (g) | Failure to Convert. Correspondent shall be solely and exclusively responsible for any cost expense (including, but not limited to, fees and expenses of legal counsel) or damages sustained or incurred by Apex arising out of Correspondent’s failure to promptly convert all of Correspondent’s Accounts for clearing by Apex unless otherwise agreed in writing. To the extent Correspondent Accounts continue to remain after termination, Apex will impose a monthly minimum charge and a per account charge. |
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| (h) | Termination Fee. Without limitation or prejudice to any rights or remedies of Apex under this Agreement or any other agreement between Apex and Correspondent, or any rights of Apex to reimbursement or to receive any other payment by Correspondent pursuant to Schedule A, or otherwise pursuant to this Agreement or any other agreement between Apex and Correspondent, if this Agreement is terminated pursuant to Section 12(b) (other than Apex’s 180 day termination right set forth in Section 12(b)(A)) or (c) above, or in the event otherwise terminated prior to the effective term, Correspondent shall pay to Apex a termination fee in the amount as described below: |
| [***] | [***] |
| [***] | [***] |
| [***] | [***] |
| [***] | [***] |
| [***] | [***] |
Correspondent will also pay Apex for any deconversion expenses (including without limitation ACAT charges, file charges, programming expenses and processing expenses). In the event that Correspondent is the subject of the issuance of a protective decree pursuant to the Securities Investor Protection Act of 1970 (15 U.S.C. § 78aaa- 111), Apex’s claim for payment of a termination fee under this Agreement shall be subordinate to claims of Correspondent’s customers that have been approved by the Trustee appointed by the Securities Investor Protection Corporation pursuant to the issuance of such protective decree.
| 13. | CONFIDENTIAL NATURE OF DOCUMENTS |
All agreements, documents, information papers, and data in any form, supplied by either party to the other pursuant to this Agreement concerning such party’s business, financial condition or customers (“Confidential Information”) shall be treated by the receiving party as confidential. Each party agrees to use a reasonable degree of care in safeguarding any Confidential Information received, but not less than the degree of care used in safeguarding its own proprietary information. To the extent such documents or data are retained by the receiving party, they shall be kept in a safe place and shall be made available to third parties only as authorized by the disclosing party in writing or pursuant to any order or request of a court or regulatory body having appropriate jurisdiction. Either party that receives such order or subpoena shall provide the disclosing party prompt notice of the receipt of any such order or subpoena, unless prohibited from doing so by the issuing authority prior to the receiving party’s compliance herewith. Documents received from the disclosing party and retained by the receiving party shall be made available by the receiving party for inspection and examination by the disclosing party’s auditors, by properly authorized agents or employees of any regulatory bodies or commissions or by such other persons as the disclosing party may authorize in writing. Notwithstanding anything herein to the contrary, Correspondent expressly authorizes Apex to supply any information requested relating to Correspondent, its business, or its customers to any regulatory and self-regulatory body having appropriate authority or to any Third Party Provider for purpose of providing Services. The obligations in this Section 13 shall not restrict any disclosure by either party pursuant to any applicable law, or by order of any court or government agency (provided that the disclosing party shall give prompt notice to the non-disclosing party of such order) and shall not apply with respect to information which (i) is developed by the other party without violating the disclosing party’s proprietary rights; (ii) is or becomes publicly known (other than through unauthorized disclosure); (iii) is disclosed by the owner of such information to a third party free of any obligation of confidentiality; (iv) is already known by such party without an obligation of confidentiality other than pursuant to this Agreement or any confidentiality agreements entered into between the parties (including any predecessor entity)before the effective date of this Agreement; or (v) is rightfully received by a party free of any obligation of confidentiality.
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This Section 13 shall survive the termination of this Agreement. Correspondent acknowledges that the services Apex provides hereunder involve providing Correspondent with access to proprietary technology, trading and other systems, and that techniques, algorithms and processes contained in such systems constitute trade secrets and shall be safeguarded by Correspondent, and that Correspondent shall exercise reasonable care to protect Apex’s interest in such trade secrets. Correspondent agrees to make the proprietary nature of such systems known to those of its consultants, staff, agents or clients who may reasonably be expected to come into contact with such systems. Correspondent agrees that any breach of this confidentiality provision may result in its being liable for damages as provided by law.
| 14. | REMEDIES CUMULATIVE |
The enumeration herein of specific remedies shall not be exclusive of any other remedies that may be available at law or in equity. Any delay or failure by any party to this Agreement to exercise any right, power, remedy or privilege herein contained, or now or hereafter existing under any applicable statute or law, shall not be construed to be a waiver of such right, power, remedy or privilege, nor to limit the exercise of such right, power, remedy or privilege, nor shall it preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege.
| 15. | RESTRICTIONS ON IMPAIRMENT OF CREDIT |
Without Apex’s prior written consent, such consent not to be unreasonably withheld or delayed, under no circumstances shall Correspondent undertake any merger, acquisition, consolidation or change of control transaction, or sell material assets in one or a series of transactions, in any of such cases that has the effect of (a) materially adversely affecting Correspondent’s credit, (b) creating non- compliance with another provision of this Agreement or (c) adversely affecting Apex’s prospects for business anticipated by Apex to be obtained from Correspondent during the term of this Agreement. For purposes of the immediately preceding sentence, (i) a change in control shall be deemed to occur upon the sale or other transfer in one or more transactions of equity interests in Correspondent or any affiliate of Correspondent that affects, directly or indirectly, equity ownership and (ii) all such transactions shall not be permitted to result in or cause a termination by Correspondent pursuant to Section 12(c) notwithstanding anything to the contrary in Section 12(c).
| 16. | MISCELLANEOUS |
| (a) | Tax Reporting. Apex shall be responsible for providing IRS Form 1099 (or any successor form) and other information required to be reported by U.S., federal, state or local tax laws, rules or regulations, to Accounts solely with respect to events subsequent to the effective date of this Agreement and for the mailing of same. |
| (b) | Taxes. Correspondent shall be responsible for, and shall indemnify Apex in respect of, any state, federal, local or foreign taxes, levies, duties, charges and imposts which may be levied or assessed in connection with this Agreement or any trade or transaction pursuant hereto (including without limitation any sales, use, excise and value added taxes). |
| (c) | Scope of Services/Use of Apex & Correspondent Names. Apex shall not be required to provide services, except to the extent expressly set forth herein. Apex shall not be responsible or liable for failure to perform any duties not specifically enumerated herein. Correspondent agrees that it will not display or use any Apex trademarks, trade names, logos or any other intellectual property without Apex’s prior written approval in each such case. Correspondent shall coordinate with Apex on any public announcements or releases by Correspondent relating to Apex or to the services contemplated by this Agreement. Correspondent consents to Apex’s use of Correspondent’s name and logo in Apex’s business and marketing materials and in Apex’s ordinary course of business. |
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| (d) | Modification. Other than as set forth herein, this Agreement may be modified, amended, varied or altered only by a writing signed by both parties to this Agreement. Such modification, amendment, variation or alteration shall not be deemed a cancellation of this Agreement. Subject to FINRA’s Conduct Rules, this Agreement and all modifications may be required to be submitted to FINRA for approval prior to effectiveness. It is expressly understood that brokerage services cannot be provided by Correspondent under this Agreement until such approval, if required, is received. |
| (e) | Assignment; No Third-Party Beneficiaries. This Agreement shall be binding upon all successors, assigns or transferees of both parties hereto, irrespective of any change with regard to the name of or the personnel of Correspondent or Apex. Any assignment of this Agreement shall be subject to the requisite review and/or approval of any regulatory or self-regulatory agency or body whose review and/or approval must be obtained prior to the effectiveness and validity of such assignment. No assignment of this Agreement by Correspondent shall be valid unless Apex, in its sole and absolute discretion, consents to such an assignment in writing. For purposes of this Agreement, a merger, consolidation, change of control, or sale of substantially all of the assets of Correspondent shall be deemed an assignment. Notwithstanding any provision of Section 12 hereunder to the contrary, no assignment or attempted assignment of this Agreement shall grant Correspondent any right to terminate this Agreement. Neither this Agreement nor any operation hereunder is intended to be, shall not be deemed to be, and shall not be treated as a general or limited partnership, association or joint venture or agency relationship between Correspondent and Apex. This Agreement is between the parties hereto and is not intended to, and does not, confer any benefits on third-parties including, but not limited to, customers of Correspondent. |
| (f) | Account Documentation. Applicable laws and regulations require that Apex must have proper documentation and support for any Account opened on its books. If, after reasonable requests, the necessary documents to enable Apex to comply with such account documentation requirements of the laws and regulations have not been received by Apex, Correspondent shall receive notification that no further orders will be accepted for the Account involved. Accounts will be opened and remain open only to the extent that Apex is satisfied that it has documentation and information for such Accounts necessary to comply fully with Apex’s own internal policies, procedures and guidelines. If documents necessary to comply with such requirements have not been received by Apex after requesting such documentation from Correspondent, Apex may give Correspondent notification that no orders will be accepted for the Accounts involved or that it will take steps to close the Account. |
| (g) | Choice of Law. The construction and effect of every provision of this Agreement, the rights of the parties hereunder and any questions arising out of the Agreement, shall be subject to the statutory and common law of the state of Texas without giving effect to the conflicts of laws or principles thereof. This Agreement shall not be governed by the United Nations Convention on the International Sales of Goods. |
| (h) | Injunctive Relief. In the event of a breach or threatened breach of any of the provisions of this Agreement by Correspondent or any employee or representative of Correspondent, Correspondent acknowledges that Apex shall be entitled to seek preliminary and permanent injunctive relief to enforce the provisions hereof. In addition, Correspondent acknowledges that a breach of the terms regarding confidentiality of information and ownership of Apex’s intellectual property would cause irreparable and incalculable damage to Apex. Nothing herein shall preclude the parties from pursuing any action or other remedy for any breach or threatened breach of this Agreement, all of which shall be cumulative. |
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| (i) | Headings. The headings preceding the text, articles and sections hereof have been inserted for convenience and reference only and shall not be construed to affect the meaning, construction or effect of this Agreement. Any reference to any federal, state or foreign law, or to any of the rules or regulations of the SEC, FINRA, NYSE, or any other U.S. or non-U.S. regulatory or self-regulatory organization shall refer to the most current version of such law, rule or regulation at the time such law, rule or regulations is referenced to or otherwise becomes relevant (either at the signing of this Agreement or at any time thereafter during the term of this Agreement). Any changes in any such law, rule or regulation (whether or not there are any changes in the text of such laws, rules or regulations) shall be automatically incorporated herein. |
| (j) | Entire Agreement. Without prejudice to any of Apex’s customer account documentation, this Agreement represents the entire agreement between the parties with respect to the subject matter contained herein and all prior discussions, agreements, and promises, written or oral, are merged herein. This Agreement shall cover only the types of services set forth herein and is in no way intended nor shall it be construed to bestow upon Correspondent or Apex any special treatment regarding any other arrangements, agreements or understandings that presently exist between Correspondent and Apex or that may hereinafter exist. Correspondent shall be under no obligation whatsoever to deal with Apex or any of its subsidiaries or any companies controlled directly or indirectly by or affiliated with Apex, in any capacity other than as set forth in this Agreement. Likewise, Apex shall be under no obligation whatsoever to deal with Correspondent or any of its affiliates in any capacity other than as set forth in this Agreement. |
| (k) | Severability. If any provision or condition of this Agreement shall be held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this Agreement shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein. |
| (l) | Force Majeure. In addition to any excuse provided by applicable law, all parties hereto shall be excused from any loss and/or liability for non-performance of this Agreement arising, directly or indirectly, from any event beyond Apex’s control, whether or not foreseeable by Apex, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, failure of any electronic communication system for the transmission of orders, failure of electrical power, inability to obtain raw materials or other causes or events beyond Apex’s control, whether or not similar to those enumerated above. |
| (m) | Interpleader. If Apex receives conflicting claims from Correspondent or other persons regarding money, securities or other property held by Apex, Apex may, in its sole and absolute discretion, tender such money, securities or other property to a court of competent jurisdiction and institute an action in interpleader or other appropriate legal proceeding to determine the rights of the respective claimants. Apex shall have no liability to Correspondent in connection with any such action, and shall be entitled to reimbursement for its costs and expenses in connection with such action from Correspondent. |
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| (n) | Notice. Notices, consents, approvals, requests or other communications required to be delivered hereunder, may be mailed, sent or delivered to the respective parties at or to their respective addresses set forth below: |
If to Apex:
Attention: Chief Executive Officer
Apex Clearing Corporation
350 North St. Paul Street, Suite 1300
Dallas, Texas 75201
With a copy (which shall not constitute notice) to:
Apex Clearing Corporation
350 North St. Paul Street, Suite 1300
Dallas, Texas 75201
Attention: Legal Department
If to Correspondent:
Chief Executive Officer
Webull Financial LLC
4 Wall Street, Suite 501
New York, NY 10005
Either party may provide such notice or change its address for notice purposes by giving written notice via reputable courier or pursuant to registered or certified mail, return receipt requested, of the new address to the other party.
| (o) | United States Postal Service Documents. Correspondent hereby appoints Apex as its attorney-in-fact for the purpose of executing such documents as are necessary to allow Correspondent and its customers to participate in the FASTforward program of the United States Postal Service. This may include, but not be limited to Apex’s execution, on an annual basis, on Correspondent’s behalf, of the FASTforward Processing Acknowledgment Form. |
| (p) | Counterparts; FINRA Approval. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute a single agreement. When each party hereto has executed and delivered to the other a counterpart, this Agreement shall become binding on both parties, subject only to any required approval by FINRA. If required by FINRA, Apex will submit this Agreement to FINRA promptly following execution and will notify Correspondent, or cause Correspondent to be notified promptly upon receipt of such approval. |
| (q) | Right to Compete. Nothing in this Agreement or otherwise shall be deemed to restrict in any way the right of Apex or any affiliate of Apex to compete with Correspondent in any or all aspects of Correspondent’s business. Correspondent agrees to only clear and custody assets of direct customers of itself and of its affiliates. Correspondent hereby agrees during the term of this Agreement and for a period of one (1) year after termination of this Agreement to not accept any correspondent clearing business, including accounts of unaffiliated introducing brokers or unaffiliated foreign financial institutions without prior written consent of Apex. Additionally, during the term of this Agreement and for a period of one (1) year after termination of this Agreement Correspondent agrees to not accept any introduced or third-party business to facilitate transactions of digital securities, including crypto-currencies, from any party other than Apex Crypto LLC or affiliates of Correspondent. |
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| (r) | Provision of Data. Each party shall provide the other with all appropriate data in its possession pertinent to the proper performance and supervision of any function specifically allocated to such party pursuant to this Agreement. |
| (s) | Electronic Document Delivery/ e-Signatures. To the fullest extent permitted by law, Correspondent and Apex agree that electronic delivery of any contract, certificate or other document required or permitted to be delivered hereunder shall satisfy any delivery requirement of either party hereto and Correspondent and Apex further agree that an electronic signature on any contract, certificate or other document delivered to the other party shall constitute a true and original signature of the party delivering the electronic signature. |
| 17. | ARBITRATION |
| (a) | In the event of a dispute between the parties, such dispute shall be settled by arbitration before arbitrators sitting in Dallas, Texas. |
| (b) | ARBITRATION DISCLOSURE. |
| (i) | Arbitration is final and binding on the parties. |
| (ii) | The parties are waiving their right to seek remedies in court, including the right to jury trial. |
| (iii) | Pre-arbitration discovery is generally more limited than and different from court proceedings. |
| (iv) | The arbitrators’ award is not required to include factual findings or legal reasoning and any party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited. |
| (c) | ARBITRATION AGREEMENT. |
Any controversy between us arising out of your business or this Agreement shall be submitted to arbitration conducted before the Financial Industry Regulatory Authority (“FINRA”) or its successor firms, and in accordance with the arbitration rules and procedures then existing of FINRA or its successor firm and shall be conducted as a broker to broker or member vs. member dispute. Arbitration must be commenced by service upon the other party of a written demand for arbitration or a written notice of intention to arbitrate.
No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action and who is a member of a putative class and who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Agreement except to the extent stated herein.
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| (d) | RESTRAINING ORDER. |
In the event Correspondent considers or seeks a temporary or permanent restraining order against Apex, it shall provide reasonable advance notice of such activity. Correspondent agrees any hearing or judicial proceeding relating to such order shall include both parties and shall not be held ex party and that any order so sought shall not include or permit any restriction on Apex’s ability to take reasonable risk reduction or mitigation measures during the pendency or term of any such temporary or permanent order.
| 18. | OWNERSHIP AND LICENSES |
| (a) | Definitions. For purposes of Sections 18 and 19, the following terms have the meanings ascribed to them: |
“Access Device” means any type of computer, personal digital assistant (PDA), beeper, television, telephone or any other communications device, including, without limitation, any software Correspondent uses on such device whether Apex provided such software to Correspondent or otherwise, that enables Correspondent to access and use the Apex Services via a wired or wireless connection to any wireless network, the Internet, the World Wide Web or any other computer or telecommunications network.
“Authorized User” means each Customer, employee and/or agent of Correspondent designated as authorized by Correspondent to access the Software, Systems and Services.
“Identification Devices” means any passwords, codes, certificates, and other identification devices and security processes or measures necessary to access and use the Systems and Software.
“Intellectual Property Rights” with respect to any intellectual property means all applicable copyrights (including without limitation, the exclusive right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), rights in trademarks, rights in patents and patent applications, tradenames, mask-work rights, trade secrets, moral rights, authors’ rights, domain names and universal resource locators (“URLs”), TCP/IP addresses, metatags, all renewal and extensions thereof, and the like, regardless of whether any such rights arise under the laws of the United States, or any other state, country or jurisdiction.
“Services” or “Apex Services” means the services to be provided by Apex and/or its Third Party Providers to Correspondent under this Agreement, including Internet-based services, through the Software and Systems, including, without limitation, (a) communication and content services, (b) access to account and financial information, (c) securities trading, and other services to be provided by Apex to Correspondent under this Agreement.
“Software” means the software, including, without limitation, any and all documentation, home page design(s), methodologies, techniques, know-how and software libraries, and the code comprising the same as such may be revised from to time to include any upgrades, updates, new versions and other modifications, improvements and enhancements made by or for Apex in accordance with this Agreement.
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“Systems” means the data access, account information, trading and order entry, execution and report generation systems, and related know-how as such may be revised from to time to include any upgrades, updates, new versions and other modifications, improvements and enhancements made by or for Apex in accordance with this Agreement.
“Third Party Providers” means Apex’s suppliers, vendors or providers that have entered into third-party agreements with Apex or otherwise provided a license to Apex or perform services with respect to the provision of Services.
| (b) | License to Use Systems and Software. Apex hereby grants to Correspondent a non- exclusive, non-transferable, non-assignable, non-sublicensable license for the term of this Agreement to access and use the Software and Systems for the limited purpose of enabling Correspondent to obtain the Services. Apex shall have the right to terminate or suspend such license and the provision of the Systems and Software to Correspondent at any time and from time to time. Without limitation or prejudice to any rights of Apex under this Agreement or any other agreement between Correspondent and Apex, in the event of suspension or termination by a Third Party Provider of a license or third-party agreement that affects the provision of the Systems and Software to Correspondent by Apex any license to Correspondent pursuant hereto affected thereby shall be similarly suspended or terminated. In no event is any license or sublicense by Apex of any Software, Systems or other rights or assets of any Third Party Provider pursuant to this Agreement intended to, nor shall Apex be treated as having granted any license or sublicense rights that, exceed the rights of Apex in such Third Party Provider rights or assets, nor that exceed the authority of Apex to grant any such license or sublicense pursuant to any agreement between Apex and any such Third Party Provider. |
| (c) | No Reverse Engineering. Correspondent shall not, directly or indirectly, modify the features or functionality of, copy or create derivative works using all or any portion of, analyze or remove semiconductor components from, decompile, or otherwise reverse engineer or attempt to reverse engineer or derive source code, techniques, algorithms or processes from the Systems or Software or permit or encourage any third-party to do so. |
| (d) | Ownership. Except for the license granted in Section 18(b) herein, nothing in this Agreement shall be construed to transfer to Correspondent any rights, title and/or interest in and to the Software, Systems and Services, including, without limitation, the Intellectual Property Rights therein. Except to the extent that any Intellectual Property Rights in the Software, Systems and Services are published or otherwise matters of public record, the Systems and Software Products are trade secrets of Apex and its affiliates or one or more of its Third Party Providers. As between Correspondent and Apex, Apex shall at all times be and remain the sole and exclusive owner of the Systems, Software and Services. |
| (e) | Web-based Communications. The Services shall be provided through various means, including, without limitation, a site or pages of a site on the World Wide Web that are accessible through an Internet address, but which shall not be required to be a domain name unique to Correspondent. |
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| (f) | Revisions and Modifications. From time to time during the term of this Agreement Apex may in its sole and absolute discretion revise or modify any Software, Systems or Services to include any patches, upgrades, updates, new versions and other modifications, improvements and enhancements made by or for Apex (any of which patches, upgrades, updates, new versions and other modifications, improvements and enhancements are collectively referred to in this Agreement as “revisions and modifications” or “revisions or modifications”, as the context requires), provided Apex shall use reasonable efforts to notify Correspondent in advance of any material changes where reasonably practicable. To the extent that any such revisions or modifications are made, Schedule A shall be deemed to be revised to include such revision or modification and any associated fees. |
| (g) | Restrictions on Access, Viewing and Distribution |
| i. | Quotes, news and research data, including market information displayed on the Apex Service may be based on or derived from different Third Party Providers and may be updated at different time intervals, and accordingly, quotes, news, research data, market information and the various trade status reports, including intraday updates of balances and positions information, available via any Access Devices (collectively, “Data”) may differ due to the different Data and sources and their update intervals. Similarly, different Access Devices may incorporate different Data and sources, and they may differ for the same reasons. Apex reserves the right to filter the Data provided to Correspondent through the Apex Service. |
| ii. | The Software, Systems, and design of the Apex Service are the property of Apex. The content, including both its form and substance, included in the Apex Service is the property of either Apex or one or more of its Third Party Providers. Correspondent shall have no rights in or to the Software, Systems, or Apex Service or data, systems, services or Intellectual Property Rights of any Third Party Provider (“Third Party Provider Services”), except as expressly provided herein, and Correspondent agrees not to take any action inconsistent with Apex’s rights in the Software, Systems, Third Party Provider Services or Apex Service or the Third Party Providers’ rights in their Third Party Provider Services. |
| iii. | All of the materials in the Apex Service, including the Third Party Provider Services, are protected by United States and international, patent, copyright, trademark and other intellectual property laws. Correspondent’s right to use the Apex Service, including the Third Party Provider Services, is limited to use in connection with Correspondent’s account(s) and for Correspondent’s personal benefit only (“Internal Use”). Correspondent may not modify, rent, lease, loan, sell, assign, distribute, display, perform, publish or create derivative works based on any of the content, materials or the like contained in the Apex Service (including the Third Party Provider Services), in whole or in part. Correspondent may not copy, modify, create derivative works from, reverse engineer, reverse assemble or otherwise attempt to discover the source code of any software or techniques, algorithms or processes that are part of the Apex Service (including the Third Party Provider Services). Correspondent may print out a reasonable number of copies of the materials on the Apex Service as is necessary for Correspondent’s Internal Use, provided that Correspondent does not delete any copyright, trademark or other intellectual property notices contained in such materials. Correspondent may prepare hard copy reports incorporating Third Party Provider Services and download Third Party Provider Services into commercially available spreadsheet software programs or delimited text files; Correspondent may not, however, disseminate in electronic form or use the Apex Service (including the Third Party Provider Services) for the construction of other products or services. |
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| iv. | Correspondent acknowledges and agrees that the license to use the Software, Systems and Services granted by Section 18(b) does not diminish Correspondent’s responsibility for compliance with all applicable rules as set forth in this Agreement. |
| 19. | FULLY-PAID SECURITIES LENDING PROGRAM |
| (b) | Apex has agreed to allow Correspondent to participate in Apex’s Fully-Paid Securities Lending Program (“the Fully-Paid Lending Program”). Correspondent agrees and acknowledges participation in the Fully-Paid Lending Program is at all times in Apex’s sole discretion, and nothing in this Agreement shall constitute a commitment or undertaking by Apex to permit Correspondent to participate in the Fully-Paid Lending Program. Apex may, in its sole and absolute discretion, accept or refuse any participation in the Fully-Paid Lending Program or any instruction to effect any transaction related to the Program. |
| (c) | Correspondent acknowledges and agrees to Apex that: |
| (i) | Correspondent has read FINRA Rule 4330(b)(2) and FINRA Regulatory Notice 14-05 and understands the requirement to make an appropriateness determination and suitability analysis prior to allowing a Customer to enter into the Fully-Paid Lending Program; |
| (ii) | As between Correspondent and Apex, it is Correspondent’s obligation to perform and complete the due diligence required by FINRA Rule 4330(b)(2) to ensure that the Fully-Paid Lending Program is appropriate for any Customer requesting to participate or participating in the Program. As between Apex and Correspondent, it is also Correspondent’s obligation to comply with rule 2111 (Suitability) when recommending to a Customer a securities lending program, individual transactions within such program, or an investment strategy that includes a securities lending program; |
| (iii) | In making the determination in subsection (ii) above, Correspondent has considered each Customer’s financial situation and needs, tax status, investment objectives, investment time horizon, liquidity needs, risk tolerance, and any other relevant information and that Apex is relying on Correspondent to make this determination; |
| (iv) | Correspondent will ensure that any Customer participating in the Fully-Paid Lending Program has executed a Master Securities Lending Agreement with Correspondent and has received and read a copy of any disclosures thereto; |
| (v) | Correspondent agrees to ensure that before signing up any customer or account in the Program that the account holder shall be legally permitted in its local jurisdiction to borrow or loan out shares. Correspondent will manage all payments to customers and instruct Apex regarding any tax withholding to apply and payments, rebates, and distributions. Correspondent is solely responsible for withholding decisions and for all tax implications of allowing customers to borrow or lend shares in the Program. Correspondent also shall be solely responsibility for making all decisions as to the appropriateness and suitability of its customers’ lending shares, and Apex shall have no such responsibility; |
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| (vi) | All of the terms contained in the Clearing Agreement remain in effect, including but not limited to it being Correspondent’s obligation to provide disclosures regarding the Program including: |
| (1) | The loss of voting rights; |
| (2) | The Customer’s right to sell the loaned securities and any limitations on the Customer’s ability to do so, if applicable; |
| (3) | The factors that determine the amount of compensation received by the member firm and its associated persons in connection with the use of the securities borrowed from the Customer; |
| (4) | The factors that determine the amount of compensation (e.g., interest rate) to be paid to the Customer and whether or not such compensation can be changed by the member firm under the terms of the borrow agreement; |
| (5) | The risks associated with each type of collateral provided to the Customer; |
| (6) | That the securities may be “hard-to-borrow” because of short-selling or may be used to satisfy delivery requirements resulting from short sales; |
| (7) | The potential tax implication, including payments deemed cash-in-lieu of dividends paid on securities while on loan; and |
| (8) | Apex’s right to liquidate the transaction because of a condition of the kind specified in Rule 4313(b) (Securities Loans and Borrowings – Right to Liquidate Transaction). |
| (d) | Correspondent shall create and maintain books and records showing compliance with the disclosure requirements described in FINRA Rule 4330(b)(2). |
| (e) | As between Correspondent and Apex, it is Correspondent’s obligation to provide to each participating Customer data regarding activity in the Fully-Paid Lending Program, including but not limited to a schedule of the securities actually borrowed at the time of the borrowing and the records and/or data referred to in Sections 2 and 3 of the Master Securities Lending Agreement for Apex Clearing Corporation’s Fully-Paid Securities Lending Program. |
| 20. | RESPONSIBILITY FOR ERRORS; LIMIT ON LIABILITY; NO CONSEQUENTIAL DAMAGES |
| (a) | In no event shall Apex be liable to Correspondent in any way for any interruption, delay or disruption of any Apex Service (including the Third Party Provider Services) to the extent that any such interruption, delay or disruption is caused by any third party or event (including without limitation a weather-related event) or is otherwise outside of Apex’s reasonable control. In any action by Correspondent against Apex for any claim arising out of the relationship created by this Agreement, but without expanding any obligations or liability of Apex pursuant hereto, in no event shall Apex have any liability to Correspondent absent Apex’s own gross negligence or willful misconduct. In no event shall Apex be liable for any non- monetary losses suffered by Correspondent. In no event shall Apex have any responsibility for any losses, liabilities or damages resulting from the acts or omissions of third party agents, contractors, information providers, licensors or other suppliers beyond any amount which Apex is able to recover pursuant to its agreement, if any, with such entity. |
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| (b) | DISCLAIMER OF WARRANTIES. |
THE APEX SERVICE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. APEX DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THERE IS NO WARRANTY THAT ANY DATA OR OTHER INFORMATION PROVIDED THROUGH APEX, THE APEX SERVICE OR THE SYSTEM WILL FULFILL ANY PARTICULAR PURPOSES OR NEEDS.
| (c) | LIMITATION OF LIABILITY; DATA NOT GUARANTEED |
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL APEX, ANY OF ITS AGENTS, AFFILIATES, THIRD PARTY PROVIDERS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING OR MANAGING THE DELIVERY OF THE APEX SERVICE BE LIABLE TO CORRESPONDENT, ANY CUSTOMER OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST OPPORTUNITY, TRADING LOSSES, DAMAGES RESULTING FROM INCONVENIENCE OR LOSS OF USE OF A WEB SITE), EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE APEX SERVICE OR FOR ANY BREACH OF ANY WARRANTY OR OTHERWISE RELATED TO THIS AGREEMENT OR ANY APEX SERVICE.
ALL DATA (AS DEFINED ABOVE) IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND THERE MAY BE DELAYS, OMISSIONS AND INACCURACIES IN SUCH DATA. NEITHER APEX NOR ITS AGENTS, AFFILIATES, OR THIRD PARTY PROVIDERS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING OR MANAGING THE DELIVERY OF SUCH DATA OR ANY SERVICES (COLLECTIVELY, THE (“DISSEMINATING PARTIES”) CAN GUARANTEE, NOR DO APEX OR THEY GUARANTEE, THE CORRECTNESS, QUALITY, ACCURACY, SEQUENCE, TIMELINESS, CURRENTNESS, RELIABILITY, PERFORMANCE, COMPLETENESS, CONTINUED AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR OTHERWISE OF ANY DATA OR SERVICE (INCLUDING THIRD PARTY PROVIDER SERVICES) AND APEX AND THEY HEREBY DISCLAIM ANY SUCH EXPRESS OR IMPLIED WARRANTIES. The Disseminating Parties shall not be liable to Correspondent or to anyone else for any loss or injury, whether or not caused in whole or in part by their negligence or omission, in procuring, compiling, editing, writing, reporting or delivering any Data or Third Party Provider Services or by any Force Majeure Event or other cause beyond their reasonable control. The Disseminating Parties will not be liable to Correspondent or anyone else for any decision made or action taken by Correspondent in reliance on any Data. Correspondent agrees that neither Apex, nor its Third Party Providers shall be liable in any way for, any liability, costs, damages or loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension or delay of trading, equipment failure, communication line failure, system failure, security failure, unauthorized access, theft, Force Majeure Event or any problem, technological or otherwise, that might prevent Correspondent from accessing or utilizing the Services.
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MADE AND EXECUTED THIS 26th DAY OF January, 2021.
This Agreement contains a pre-dispute arbitration clause in Section 17. Correspondent acknowledges receiving a copy of this Agreement.
| APEX: | APEX CLEARING CORPORATION | ||
| By: | /s/ William Capuzzi | ||
| William Capuzzi, CEO | |||
| 350 North St. Paul Street, Suite 1300 | |||
| Dallas, Texas 75201 | |||
| CORRESPONDENT: | WEBULL FINANCIAL LLC | ||
| By: | /s/ Anthony Denier | ||
| Anthony Denier, CEO | |||
| 44 Wall Street, Suite 501 | |||
| New York, NY 10005 |
[Signature page to Omnibus Clearing Agreement]
SCHEDULE A
To the Clearing Agreement between Apex Clearing Corporation (“Apex”) and Correspondent
[***]
Schedule B
| Reports |
| EXT001 - Easy to Borrow List |
| EXT235 - Mandatory Corporate Action |
| EXT236 - Voluntary Corporate Action |
| EXT249 - Option Strategies and Requirements |
| EXT250 - Margin Calls |
| EXT590 - Option Exercise and Assignments |
| EXT596 - Trades moved to Error Account |
| EXT747 - Security Master |
| EXT765 - Account Master |
| EXT869 - Cash Activity |
| EXT870 - Stock Activity |
| EXT871 - Position Activity |
| EXT872 - Trade Activity |
| EXT901 - Balances |
| EXT902 - Margin Requirement Override |
| EXT922 - Dividends |
| EXT981 - Buying Power |
| EXT982 - Margin Requirement by Position |
| EXT983 - Prospectus Notification |
| EXT985 - Monthly Returned Mail |
| EXT986 - Daily Returned Mail |
| EXT989 - Electronic Communication Preference |
| EXT997 - Cash Available |
| PFS110 - Third Party Disbursements |
| PFS320 - Portfolio Margin Account Summary |
| PFS330 - ACAT Reject Intraday |
| PFS331 - ACAT Transfer Intraday |
| PFS881 (Insite Report) - P&S Cancelations |
| PFS882 (Insite Report) - Trade Detail Report |
| PFS883 (Insite Report) - Submission / Margin |
| PFS884 (Insite Report) - Submission / P&S Trade Total |
| PFS885 (Insite Report) - Unsecured Customer Account Debits SD+9 |
| PFS886 (Insite Report) - Aged Initial Margin Call Older than 5 Days |
| PFS887 (Insite Report) - Aggregate Net Liquidating Equity |
| PFS888 (Insite Report) - Margin Debt |
| PFS889 (Insite Report) - Aged Maintenace Margin Calls Older than 5 Days |
| PFS890 (Insite Report) - Short Positions |
| PFS980 - Unidentified Large Trader |
| Items Requiring Attention (DTATAC) (M) |
| Margin Accounts W/O Papers (MANMP) (M) |
| N&A Additions (ADDRP) (M) |
| N&A Change Verification Notices (VER13) (M) |
| N&A Changes (CHGR2) (M) |
| W8 Not On File - Active Accounts (PICQ36A) (M) |
| W8 Not On File - Inactive Accounts (PICQ36B) (M) |
| W8 On File - Active Accounts (PICQ36C) (M) |
| In Concert Account Link Report (IACTLST) |
| LOPR Submissions (LOPRS) (M) |
| OPTCAMG: (Options Papers Not on File) (M) |
| OPTRPT: (Option Expirations Combined Report) (M+) |
| OPTRPT3: (Option Limit - 99 or Greater Contracts) (M) |
| OWCHOFA: (Owners DB - Accts Chgs to OFAC Status) |
| RR Customer Money Line (RRML2) (M) |
| Audit Trail OATS (OATSAUDP) |
| Blue Sky RR Client Out of State Exceptions (BSKVIOL)(M) |
| Blue Sky RR Registration by State (BSKSTAT)(M) |
| Blue Sky State Registration of RRs (BSKSTRR)(M) |
| Commission & Gross Credits Over 5% (COMOVER5) (M) |
| Daily Wire Transaction Detail (AMLTRANS) (M) |
| Foreign Bank Report (PSICR98) (M) |
| Monthly Account Surveillance (CMPMN) (M) |
| RTTM Street/Cust Side Transaction Submissions (RTTMEOD)(M) |
| E-Delivery Enrollments (ENROLL) (M) |
| E-Delivery Failures (EFAILS) (M) |
| E-Delivery Mailings (EMAILS) (M) |
| Daily Inventory Long Report T/D (FTR501T) (M) |
| Daily Inventory Short Report T/D (FTR506) (M) |
| Firm Trading P&L Report T/D (FTRPLL) (M) |
| Firm Trading Report S/D (FTRFTR) (M) |
| Firm Trading Summary Report S/D MTD (FTRWKS) (M) |
| ACATS - All Notifications (ACATFAX) |
| ACATS - Outgoing (ACATRRN) (M) |
| Account Activity Statements (DLMA2) (M+) |
| ACH Pending Distributions (ACTPDI) (M) |
| AOM Order Activity Report (BAST2) (M+) |
| Assets Under Management (ASSETUM) |
| Avg Price/Exec Acct Balancing (AVGPRICE) (MF+) |
| Cash Listing Bookkeeping Journal (CASHLIST) (M) |
| Commission Summary by Branch (DSUM2) (M) |
| Compressed Trade Details (COMPR) (M) |
| Credit Exposure (CREXP) (M+) |
| Daily Cash Deposits (DCDRPT) (M) |
| Daily Commission Detail (NCOM2) (M+) |
| LOPRRJ: (LOPR Rejects) |
| MFRS Confirmed Fund Executions (SCFREP1) (M) |
| Moneyline (MMNYF2) |
| Monthly Commission Summary (MCOM2) (M) |
| Mutual Fund Transaction Audit Report (MFAUDT) (M) |
| Open Items Exposure Report (FSTP95) (M) |
| Outstanding Checks Over 180 Days-Monthly (MOCHK180) |
| Outstanding Checks Over 90 Days-Monthly (MOCHK90) |
| Periodic Payments (ACTVAC) (M) |
| Reorg Branch Activity (BRAC) (M) |
| Reorg Cash Credits (PSICN54) (M) |
| Reorg Offers with No Instruction (RBRN) (M) |
| RMD Exception (MRDEXP) (M) |
| Securities Held Unendorsed (SKBOX2) (M) |
| OEAS Daily DNE Upload (DNEUPLD) |
| OEAS Daily EXBYEX Report (EXBYEX) |
| OEAS Daily Exercise Upload (EXRUPLD) |
| Option Compliance Combined (OPTCM) (M) |
| Option Link (OPLTM) (M) |
| Options - Daily Option Expirations by Security (OPTRPT) (M) |
| Options - Daily In the Money (OPTRPT) (M) |
| Options - Daily Option Expirations by RR (OPTRPT) (M) |
| Options - Daily Option Limit Over 99 (OPTRPT) (M) |
| Options - Long/Short Option Positions (NOPT4) |
| Options - Monthly Expirations (ALLBRANC) (M) |
| Options - Naked Options (NUDE) (M) |
| Options - Short Options Liquidating Equity (SHOPT) (M) |
| Options - EXR/ASG Report by Branch (PSOPTMON) (M) |
| Options - EXR/ASG Report by Rep (PSOPTMRR) (M) |
AMENDMENT TO THE OMNIBUS CLEARING AGREEMENT
BETWEEN
APEX CLEARING CORPORATION
AND
WEBULL FINANCIAL LLC
This Amendment, dated as of June 1, 2021, amends that certain Omnibus Clearing Agreement, as it may be amended, (the “Agreement”), dated September 27, 2017 by and between Apex Clearing Corporation (“Apex”) and Webull Financial LLC (“Correspondent”).
WHEREAS, each of Apex and Correspondent desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereto agree as follows:
1. Amendment of the Confidential Fee Schedule to the Agreement. Apex and Correspondent hereby amend and restate Schedule A to the Agreement (the Confidential Fee Schedule) to read as set forth on Annex I attached hereto.
2. Effectiveness. This Amendment shall be effective as of the date first stated above.
3. No Further Amendment. The Agreement shall remain in full force and effect except as amended hereby.
4. Authority. Correspondent hereby represents and warrants that it has the power and authority to enter into this Amendment.
5. Binding effect; Confidentiality. This Amendment is binding on and for the benefit of the parties and their respective successors and assigns. The parties agree that the terms of this Amendment are strictly confidential.
6. Governing Law; Jurisdiction. This Amendment shall be governed by the laws of the State of Texas as to all matters, including but not limited to matters of validity, construction, effect and performance, exclusive of the principles of conflicts of laws thereof. In the event of a dispute between the parties, such dispute shall be settled by arbitration before arbitrators sitting in Dallas, Texas, in accordance with the rules of the Arbitration Committee of FINRA then in effect. The arbitrators may allocate attorneys’ fees and arbitration costs between parties and such award shall be final and binding between the parties and judgment thereon may be entered in any court of competent jurisdiction.
7. Severability. If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Amendment will remain in full force and effect. Any provision of this Amendment held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
8. Counterparts. This Amendment may be executed in one or more counterparts, all of which taken together shall constitute a single agreement. The parties agree that this Amendment may be transmitted via facsimile or other electronic means and intend that electronically transmitted signatures constitute original signatures. When each party hereto has executed and delivered to the other a counterpart, this Amendment shall become binding on both parties.
[Signature Page Follows)
IN WITNESS WHEREOF, this Amendment is executed effective as of the day and year first set forth above.
| APEX CLEARING CORPORATION | ||
| By: | /s/ William Brennan, CAO | |
| William Brennan, CAO | ||
| WEBULL FINANCIAL LLC | ||
| By: | /s/ Anthony Denier, CEO | |
| Anthony Denier, CEO | ||
ANNEX I
[***]
First Amendment to Omnibus Clearing Agreement
Between
APEX CLEARING CORPORATION
AND
WEBULL FINANCIAL LLC
This First Amendment dated as of December 12, 2022 and amends that certain Omnibus Clearing Agreement (as amended through the date hereof, the “Agreement”), dated on or about January 26, 2021 by between Apex Clearing Corporation (“Apex”) and Webull Financial LLC (“Webull”).
WHEREAS, each of Apex and Webull desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereto agree as follows:
| 1. | Amendment and Restatement of Section 10(b) of the Agreement. Section 10(b) of the Agreement is hereby amended and restated in its entirety as follows: |
| (b) | Security Interest and Authorization to Charge. Correspondent grants to Apex a first priority lien and security interest in any Correspondent Account, including the Deposit Account, maintained by Apex and any other assets of Correspondent now or hereafter held by Apex and authorizes Apex to discharge such lien by charging such Account and assets with all amounts owing to Apex including, but not limited to, (i) any cost or expense resulting from failures to deliver or failures to receive, (ii) any losses resulting from unsecured debit balances in any Account and (iii) any amounts to which Apex is otherwise entitled pursuant to the provisions of Section 10(a). Apex shall have discretion to liquidate or sell any securities without notice to Correspondent, and to determine which securities to sell. Such charge may be made against Correspondent Account or assets at any time and in such amount as Apex deems appropriate. No delay in charging any Correspondent Account or asset shall operate as a waiver of Apex’s right to do so at any future time as and when Apex deems appropriate. Apex shall have the unlimited right to set-off any indebtedness or other obligations of Correspondent under this Agreement or otherwise (absolute or contingent, matured or unmatured) against any obligations of Apex to Correspondent, including from the Deposit Account (as described in Section 9) and/or any other money, securities, or other property of Correspondent in Apex’s possession (including commissions payable to Correspondent). Notwithstanding the foregoing, Apex shall have no lien on fully-paid and excess margin securities in Correspondent’s omnibus Accounts held by Apex. Apex acknowledges and agrees that each of Correspondent’s omnibus Accounts held by Apex designated as a segregated control account, shall be considered fully paid and free of any right, lien or charge of any kind in favor of Apex or on persons claiming through Apex. Correspondent represents that all assets in any omnibus Account belong to customers of Correspondent and Correspondent is responsible for segregating its proprietary assets from those of its customers. |
| 2. | No Further Amendment. The Agreement shall remain in full force and effect except as amended hereby. |
| 3. | Authority. Webull and Apex each hereby represents and warrants that it has the power and authority to enter into this Amendment. |
| 4. | Binding effect; Confidentiality. This Amendment is binding on and for the benefit of the parties and their respective successors and assigns. The parties agree that the terms of this Amendment are strictly confidential. |
| 5. | Governing Law; Jurisdiction. This Amendment shall be governed by the laws of the State of Texas as to all matters, including but not limited to matters of validity, construction, effect and performance, exclusive of the principles of conflicts of laws thereof. In the event of a dispute between the parties, such dispute shall be settled by arbitration before arbitrators sitting in Dallas, Texas, in accordance with the rules of the Arbitration Committee of FINRA then in effect. The arbitrators may allocate attorneys’ fees and arbitration costs between parties and such award shall be final and binding between the parties and judgment thereon may be entered in any court of competent jurisdiction. |
| 6. | Severability. If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Amendment will remain in full force and effect. Any provision of this Amendment held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. |
| 7. | Counterparts. This Amendment may be executed in one or more counterparts, all of which taken together shall constitute a single agreement. The parties agree that this Amendment may be transmitted via facsimile or other electronic means and intend that electronically transmitted signatures constitute original signatures. When each party hereto has executed and delivered to the other a counterpart, this Amendment shall become binding on both parties. |
[Signature page follows on next page]
IN WITNESS WHEREOF, this First Amendment is executed effective as of the day and year first set forth above.
| APEX CLEARING CORPORATION | ||
| By: | /s/ William Brennan, CAO | |
| William Brennan, CAO | ||
| 350 North St. Paul Street, Suite 1300 Dallas, | ||
| Texas 75201 | ||
| WEBULL FINANCIAL LLC | ||
| By: | /s/ Anthony Denier, CEO | |
| Anthony Denier, CEO | ||
| 44 Wall Street, Suite 501 | ||
| New York, NY 10005 | ||
AMENDMENT TO THE OMNIBUS D CLEARING AGREEMENT
BETWEEN
APEX CLEARING CORPORATION
AND
WEBULL FINANCIAL LLC
This Amendment, dated as of August 27, 2025, amends that certain Omnibus Clearing Agreement, as it may be amended, (the “Agreement”), dated January 26, 2021, by and between Apex Clearing Corporation (“Apex”) and Webull Financial LLC (“Correspondent”).
WHEREAS, each of Apex and Correspondent desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and premises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereto agree as follows:
1. Amendment to Section 12 of the Agreement. Apex and Correspondent hereby amend Section 12(a) of the Agreement with the following:
“(a) Effectiveness. This Agreement shall remain in force from March 1, 2024 until March 1, 2029, (the “Initial Term”). Either party may terminate this Agreement at the end of the Initial Term by providing the other written notice of at least one hundred and eighty (180) days prior to the end of the Initial Term, otherwise this Agreement shall automatically renew. Absent the termination of this Agreement, upon the expiration of the Initial Term, this Agreement shall automatically renew for additional one (1) year terms, during which either party may terminate this Agreement by giving thirty (30) days prior written notice to the other party, in the absence of which this Agreement shall continue in full force and with full effect.”
2. Amendment to Schedule A of the Agreement. Apex and Correspondent hereby amend and restate Schedule A in its entirety with the version attached hereto as Exhibit A.
3. Effectiveness. This Amendment shall be effective as of the date first stated above.
4. No Further Amendment. The Agreement shall remain in full force and effect except as amended hereby.
5. Authority. Correspondent hereby represents and warrants that it has the power and authority to enter into this Amendment.
6. Binding Effect; Confidentiality. This Amendment is binding on and for the benefit of the parties and their respective successors and assigns. The parties agree that the terms of this Amendment are strictly confidential.
7. Governing Law; Jurisdiction. This Amendment shall be governed by the laws of the State of Texas as to all matters, including but not limited to matters of validity, construction, effect and performance, exclusive of the principles of conflicts of laws thereof. In the event of a dispute between the parties, such dispute shall be settled by arbitration before arbitrators sitting in Dallas, Texas, in accordance with the rules of the Arbitration Committee of FINRA then in effect. The arbitrators may allocate attorneys’ fees and arbitration costs between parties and such award shall be final and binding between the parties and judgment thereon may be entered in any court of competent jurisdiction.
8. Severability. If any provision of this Amendment is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Amendment will remain in full force and effect. Any provision of this Amendment held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.
9. Counterparts. This Amendment may be executed in one or more counterparts, all of which taken together shall constitute a single agreement. The parties agree that this Amendment may be transmitted via facsimile or other electronic means and intend that electronically transmitted signatures constitute original signatures. When each party hereto has executed and delivered to the other a counterpart, this Amendment shall become binding on both parties.
IN WITNESS WHEREOF, this Amendment is executed effective as of the day and year first set forth above.
| APEX: | APEX CLEARING CORPORATION | |
| By: | /s/ William Brennan | |
| William Brennan, Authorized Signer | ||
| 350 North St. Paul Street, Suite 1300 | ||
| Dallas, Texas 75201 | ||
| CORRESPONDENT: | WEBULL FINANCIAL LLC | |
| By: | /s/ Anthony Denier | |
| Name: | Anthony Denier | |
| Title: | CEO | |
EXHIBIT A
[***]
Exhibit 99.1
WEBULL CORPORATION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026
(UNAUDITED)
Contents
i
Webull Corporation
Condensed Consolidated Statements of Financial Position
| June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Cash and cash equivalents segregated under federal and foreign requirements | ||||||||
| Receivables from brokers, dealers, and clearing organizations | ||||||||
| Receivables from customers, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Customer-held fractional shares | ||||||||
| Total current assets | ||||||||
| Right-of-use assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Deferred tax assets | ||||||||
| Other non-current assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and shareholders’ equity | ||||||||
| Payables due to customers | $ | $ | ||||||
| Payables due to brokers, dealers, and clearing organizations | ||||||||
| Lease liabilities - current portion | ||||||||
| Accounts payable and other accrued expenses | ||||||||
| Revolving credit facility | ||||||||
| Unsecured promissory notes | ||||||||
| Total current liabilities | ||||||||
| Lease liabilities - non-current portion | ||||||||
| Unsecured promissory notes | ||||||||
| Deferred tax liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 15) | ||||||||
| Shareholders’ equity | ||||||||
| Class A ordinary shares ($ | ||||||||
| Class B ordinary shares ($ | ||||||||
| Treasury shares ( | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Total shareholders’ equity | ||||||||
| Noncontrolling interest | ||||||||
| Total equity | ||||||||
| Total liabilities and total equity | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
1
Webull Corporation
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
| For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | ||||||||||||||||
| Equity and option order flow rebates | $ | $ | $ | $ | ||||||||||||
| Interest related income | ||||||||||||||||
| Handling charge income | ||||||||||||||||
| Other revenues | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Brokerage and transaction | ||||||||||||||||
| Technology and development | ||||||||||||||||
| Marketing and branding | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Other expense, net | ||||||||||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Less net loss attributable to noncontrolling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) attributable to the Company | ( | ) | ( | ) | ||||||||||||
| Preferred shares redemption value accretion | ( | ) | ||||||||||||||
| Fair value of ordinary shares issued to preferred shareholders | ( | ) | ( | ) | ||||||||||||
| Fair value of ordinary share warrants issued to preferred shareholders | ( | ) | ( | ) | ||||||||||||
| Excess carrying value of preferred shares repurchased | ||||||||||||||||
| Net income (loss) attributable to ordinary shareholders | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net income (loss) per share attributable to ordinary shareholders | ||||||||||||||||
| Basic | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Diluted | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Weighted-average shares outstanding | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Other comprehensive income, net of tax: | ||||||||||||||||
| Change in cumulative foreign currency translation adjustment | ||||||||||||||||
| Other comprehensive income | ||||||||||||||||
| Comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||
| Less comprehensive loss attributable to noncontrolling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less foreign currency translation adjustment attributable to noncontrolling interest | ( | ) | ( | ) | ( | ) | ||||||||||
| Preferred shares redemption value accretion | ( | ) | ||||||||||||||
| Fair value of ordinary shares issued to preferred shareholders | ( | ) | ( | ) | ||||||||||||
| Fair value of ordinary share warrants issued to preferred shareholders | ( | ) | ( | ) | ||||||||||||
| Excess carrying value of preferred shares repurchased | ||||||||||||||||
| Comprehensive income (loss) attributable to ordinary shareholders | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
Webull Corporation
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
For the Three and Six Months Ended June 30, 2026
| Class A Ordinary | Class B Ordinary | Treasury
Share Reserve |
Additional Paid-in- | Accumulated | Accumulated Other Comprehensive | Total Shareholders’ | Noncontrolling | Total | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Income | Equity | Interest | Equity | |||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Delivery of ordinary shares underlying vested RSUs | – | – | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Option exercised | – | |||||||||||||||||||||||||||||||||||||||||||||||
| Vested restricted share units | – | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to the Company | – | – | – | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of $ | – | – | – | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2026 (Unaudited) | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Delivery of ordinary shares underlying vested RSUs | – | – | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Option exercised | – | – | ||||||||||||||||||||||||||||||||||||||||||||||
| Vested restricted share units | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Treasury shares | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Treasury shares cancelled | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Prepaid written put option | – | – | – | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Net income attributable to the Company | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of $ | – | – | – | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 (Unaudited) | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
Webull Corporation
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity
For the Three and Six Months Ended June 30, 2025
| Class A Ordinary | Class B Ordinary | Treasury Share Reserve | Additional Paid-in- | Accumulated | Accumulated Other Comprehensive | Total Shareholders’ | Noncontrolling | Total | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Loss | Equity | Interest | Equity | |||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Share-based compensation | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to the Company | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Preferred shares redemption value accretion | – | – | – | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of $ | – | – | – | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 (Unaudited) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Issuances of vested restricted stock awards | – | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred shares to ordinary shares | – | – | ||||||||||||||||||||||||||||||||||||||||||||||
| Redesignation of ordinary shares | ( | ) | ( | ) | – | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares to SKGR shareholders | – | – | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of ordinary shares to settle accounts payable | – | – | ||||||||||||||||||||||||||||||||||||||||||||||
| Private warrants exercised | – | – | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Incentive warrants exercised | – | – | ||||||||||||||||||||||||||||||||||||||||||||||
| Public warrants exercised | – | – | ||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of preferred shares | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss attributable to the Company | – | – | – | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| Net loss attributable to noncontrolling interest | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Issuance of incentive shares to preferred shareholders | – | – | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of $ | – | – | – | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 (Unaudited) | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
4
Webull Corporation
Unaudited Condensed Consolidated Statements of Cash Flows
| For the Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||||||
| Deferred tax expense | ||||||||
| Depreciation and amortization | ||||||||
| Impairment loss on goodwill | ||||||||
| Provision for contingent liabilities | ( | ) | ||||||
| Provision for expected credit losses | ||||||||
| Share-based compensation | ||||||||
| Unrealized foreign exchange gain | ( | ) | ||||||
| Write-off of deferred equity offering costs | ||||||||
| Net effect of changes in assets and liabilities: | ||||||||
| Net receivables from brokers, dealers and clearing organizations | ( | ) | ( | ) | ||||
| Net customer receivables and customer payables | ( | ) | ||||||
| Customer-held fractional shares | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Operating lease right-of-use assets | ||||||||
| Accrued expenses and other current liabilities | ( | ) | ( | ) | ||||
| Operating lease liabilities-current | ( | ) | ( | ) | ||||
| Operating lease liabilities-non-current | ( | ) | ( | ) | ||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment and intangible assets | ( | ) | ( | ) | ||||
| Investment in limited liability company units | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Payment made on prepaid written put options | ( | ) | ||||||
| Proceeds from exercise of options | ||||||||
| Proceeds from incentive warrants exercised | ||||||||
| Proceeds from public warrants exercised | ||||||||
| Borrowing from revolving credit agreement | ||||||||
| Principal payments made on revolving credit agreement | ( | ) | ||||||
| Principal payments made on unsecured promissory notes | ( | ) | ||||||
| Principal payments made on insurance premium financing agreement | ( | ) | ||||||
| Repurchase of ordinary shares | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net decrease in cash, cash equivalents and segregated cash | ( | ) | ||||||
| Effect of exchange rate changes | ||||||||
| Cash, cash equivalents and segregated cash at beginning of the period | ||||||||
| Cash, cash equivalents, segregated cash and at end of the period | $ | $ | ||||||
| Cash, cash equivalents and segregated cash | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Segregated cash | ||||||||
| Cash, cash equivalents and segregated cash at end of the period | $ | $ | ||||||
| Non-cash financing activities | ||||||||
| Equity issuance costs offset against offering proceeds | $ | $ | ||||||
| Insurance premium financing agreement | $ | $ | ||||||
| Ordinary share warrants issued to preferred shareholders | $ | $ | ||||||
| Ordinary shares issued to preferred shareholders | $ | $ | ||||||
| Ordinary shares issued to settle accounts payable | $ | $ | ||||||
| Preferred shares redemption value accretion | $ | $ | ||||||
| Promissory notes issued to repurchase preferred shares | $ | $ | ||||||
| Reclassification of repurchased preferred shares’ excess carrying value from mezzanine equity to shareholders’ equity | $ | $ | ||||||
| Reclassification of mezzanine equity to shareholders’ equity from conversion of redeemable preferred shares | $ | $ | ||||||
| Supplemental disclosure: | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 1 — DESCRIPTION OF BUSINESS
Organization
Webull Corporation (“Webull Corp” and, together with its subsidiaries, “Webull”, the “Company”, “we”, or “us”) was incorporated in the Cayman Islands with limited liability in September 2019, and its corporate headquarters is located in St. Petersburg, Florida.
Business Overview
We operate a digital investment platform built upon a next-generation, global infrastructure. Our investment platform provides customers with extensive features and functions that go beyond what is offered by most retail investment platforms in the market today. Our platform allows retail investors worldwide to trade securities through our network of licensed broker dealers located in various parts of the world, including North America, Asia Pacific, Europe, Africa, and Latin America.
In the US, which is our principal market, Webull Financial LLC, our US broker dealer subsidiary, utilizes a clearing organization to handle the clearing of the security transactions of our account holders. Most of our customer accounts were cleared on an omnibus basis with our clearing organization during the three and six months ended June 30, 2026 and 2025.
We acquired Webull Pay Inc. (“Webull Pay”) on September 26, 2025. Webull Pay provides a digital-first mobile crypto trading platform allowing our platform users to trade cryptocurrencies in the US and Australia.
We generally refer to our platform users throughout our consolidated financial statements as customers. However, most of our platform users do not meet the definition of a customer under ASC 606, Revenues from Contracts with Customers. As particularly discussed in Note 2 – Summary of Significant Accounting Principles – Revenue Recognition, our customers from whom we earn and receive revenue are the following: (i) market makers in which we route platform users’ trading orders, (ii) platform users who pay us subscription fees, index option fees, large order option fees, future and event contract commissions, fixed income and crypto execution fees or foreign currency exchange fees, and (iii) our international platform users who pay trading commissions.
Stock Split
On April 10, 2025, immediately after the conversion of the Company’s preferred shares and prior to the effectuation of the mergers as discussed in Note 4 – Recapitalization Transaction, Webull increased its outstanding Class A Ordinary Shares by a factor of
We have retroactively reflected the Stock Split in our condensed consolidated financial statements as of the earliest period presented. The Stock Split had the effect for the six months ended June 30, 2025 of (i) increasing the number of weighted-average shares outstanding used in the computation of loss per share on our condensed consolidated statements of operations and comprehensive income (loss), (ii) increasing the number of share-based awards granted as disclosed in Note 9 – Share-Based Compensation, and (iii) increasing the number of potential ordinary shares outstanding as disclosed in Note 10 – Net Loss Per Share.
6
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
The significant accounting policies used in the preparation of the accompanying condensed consolidated financial statements are summarized below.
Basis of Presentation
Our accompanying condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial reporting. The condensed consolidated financial statements are unaudited, and in management’s opinion, include all adjustments, including normal recurring adjustments and accruals necessary for a fair presentation of the results for the interim periods presented. US GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expenses during the reported periods. Operating results are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2026, or any future period. There have been no material changes in our significant accounting policies as described in our audited annual consolidated financial statements for the year ended December 31, 2025.
Basis of Consolidation
Our condensed consolidated financial statements include the financial statements of Webull Corporation and all of its direct and indirect subsidiaries. All intercompany balances and transactions have been eliminated.
The following presents our significant consolidated subsidiaries, all of which are wholly owned either directly or indirectly by Webull Corporation:
| Significant Subsidiary | Date of Incorporation/Establishment | Domicile Location | Principal Activity | |||
| Webull Financial LLC | ||||||
| Webull Futures LLC | ||||||
| Webull Holdings (US) Inc. | ||||||
| Webull Holdings (Singapore) Pte. Ltd. | ||||||
| Webull Pay, LLC* | ||||||
| Webull Securities (Singapore) Pte. Ltd. | ||||||
| Webull Securities Limited | ||||||
| Webull Securities (Australia) Pty. Ltd. | ||||||
| Webull Securities (Japan) Co., Ltd.** | ||||||
| Webull Securities (Canada) Limited | ||||||
| Webull Securities (Thailand) Company Limited | ||||||
| HongKong Webull Limited | ||||||
| Hunan Weibu Information Technology Co., Ltd. |
| * |
| ** |
7
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (cont.)
Segment Reporting
We operate as a reportable segment.
Concentrations
Concentrations of Revenue
Of the counterparties with whom we conducted business during the six months ended June 30, 2026, we had two counterparties who each made up 10% or more of our revenues. Their revenue percentages were approximately
Of the counterparties with whom we conducted business during the six months ended June 30, 2025, we had four counterparties who each made up 10% or more of our revenues. Their revenue percentages were
Concentration of Receivables
As of June 30, 2026, we had one counterparty with current, outstanding receivable balances exceeding 10% of our receivables from brokers, dealers, and clearing organization. The counterparties’ receivables represented approximately
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. The counterparties’ receivables represented approximately
Execution and Clearing
In the US, we utilize a single third-party clearing broker for the security transactions of our platform users. In the event our clearing broker does not fulfill its obligation we may be exposed to adverse risks.
Credit Risk
We engage in various investment and brokerage activities in which the counterparties primarily include broker-dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligations, we may be exposed to risk. 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. As of June 30, 2026, financial institutions in the U.S. and Hong Kong held approximately
8
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (cont.)
Off-Balance Sheet Risk
Securities sold not yet purchased represent obligations of us to deliver securities at a future date. These transactions result in off-balance sheet risk in an amount by which future fair values may exceed the amount reflected in the statement of financial position. We may, at our discretion, purchase the securities at prevailing market prices at any time. The value of securities sold not yet purchased at June 30, 2026 and December 31, 2025 was $
Foreign Currency Risk
Our condensed consolidated financial statements are prepared using the US dollar as our reporting currency. Our non-US subsidiaries operating around the world primarily use the currency of their country of domicile as their functional currency. Each of our non-US subsidiaries’ financial statements is first prepared in its functional currency and then translated into our reporting currency. Changes in foreign exchange rates between the US dollar and the functional currencies of our non-US subsidiaries may result in material foreign currency translation gains and/or losses that are accounted for as an item of other comprehensive income (loss) within our condensed statements of operations and other comprehensive income (loss).
We also enter into transactions that result in monetary assets and liabilities that are denominated in a foreign currency. These transactions are remeasured each reporting period and may result in material foreign currency exchange gains and/or losses depending on changes in the applicable foreign exchange rate. Our cash accounts at financial institutions are mainly held in U.S. dollar denominated accounts to limit foreign currency risk. As of June 30, 2026 and December 31, 2025, approximately
Market-Related Credit Risk
We are exposed to market and credit risk primarily through customer margin activities. Changes in market conditions may affect the value of securities collateralizing margin receivables and, therefore, our exposure to customer credit risk. We monitor customer accounts and collateral levels on an ongoing basis and may require customers to deposit additional collateral or reduce positions in response to market movements or changes in risk profiles. Periods of heightened market volatility may increase the likelihood of margin deficiencies and the need for additional risk management actions.
We do not engage in securities lending or borrowing activities. Our only securities lending exposure arises from customer participation in a fully-paid securities lending program administered by our clearing broker, Apex Clearing Corporation (“Apex”). Under this program, Apex acts as the lending agent and is responsible for borrower selection, collateralization, and the daily management of lending activity, including marking positions to market and maintaining collateral levels.
As a result, we do not control the key risk management functions associated with securities lending, including counterparty approval and collateral management. While this structure limits our direct exposure to securities lending-related credit risk, our reliance on Apex introduces operational and counterparty considerations. Any failure by Apex to effectively manage the program or perform its obligations could adversely affect customer accounts and, in turn, our business, results of operations, and reputation.
NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Pronouncements
In December 2025, the FASB issued Accounting Standards Update 2025-12, “Codification Improvements” (“ASU 2025-12”) The amendments in this update affect a wide variety of topics, including clarification of the treasury stock retirement guidance in paragraph 505-30-30-8 to explicitly permit the excess of repurchase price over par or stated value to be accounted for entirely as a deduction from additional paid-in capital as long as additional paid-in capital does not become negative. The amendments are effective for all entities for annual reporting periods beginning after December 31, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. Early adoption in an interim period must be as of the beginning of the annual reporting period that includes the interim period. ASU 2025-12 allows an entity to elect either the prospective or retrospective transition method on a topic-by-topic basis, except for the amendment regarding earnings per share topic which must use the retrospective method. On January 1, 2026, we adopted ASU 2025-12 and elected to apply all amendments prospectively, except for the earnings per share topic. The only impact to our condensed consolidated financial statements as of and for the six months ended June 30, 2026 was we accounted for our treasury stock retirements as a deduction from additional paid-in capital.
9
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 3 — RECENT ACCOUNTING PRONOUNCEMENTS (cont.)
Recently Issued Accounting Pronouncements Not Yet Adopted
In October 2023, the FASB issued Accounting Standards Update 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This amendment will impact various disclosure areas, including the statement of cash flows, accounting changes and error corrections, earnings per share, debt, equity, derivatives, and transfers of financial assets. The amendments in this guidance will only become effective if the SEC removes the related disclosures requirements from Regulation S-X or Regulation S-K by June 30, 2027. Early adoption is prohibited. We are currently evaluating the impact of the amendment on our condensed consolidated financial statements.
In November 2024, the FASB issued Accounting Standards Update 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This guidance provides amendments that require a public business entity to disclose certain disaggregated information about its expenses in the notes to its financial statements to help investors to (i) better understand the entity’s performance, (ii) better assess the entity’s prospects for future cash flows, and (iii) compare an entity’s performance over time and with that of other entities. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods with annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We do not expect these amendments to have a material impact on our condensed consolidated financial statements.
In May 2025, the FASB issued Accounting Standards Update 2025-04 (“ASU 2025-04”), “Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) – Clarifications to Share-Based Consideration Payable to a Customer.” The amendments in ASU 2025-04 reduce diversity in practice for accounting for share-based consideration payable to a customer and will prohibit revenue recognition from being delayed when an entity grants awards that are not expected to vest. The amendments in ASU 2025-04 are effective for annual reporting periods, including interim reporting periods within annual reporting periods, beginning after December 15, 2026. An entity may apply the amendments on a modified retrospective or a retrospective basis. Early adoption is permitted. We do not expect these amendments to have a material impact on our condensed consolidated financial statements.
In September 2025, the FASB issued Accounting Standards Update 2025-06 (“ASU 2025-06”), “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) – Targeted Improvements to the Accounting for Internal-Use Software.” The amendments in this guidance simplify the capitalization guidance for internal-use software costs by removing all references to prescriptive and sequential software development stages under Subtopic 350-40. This guidance is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The guidance can be applied prospectively, retrospectively or under a modified transition approach. We are currently evaluating the impact of the amendments on our condensed consolidated financial statements.
NOTE 4 — RECAPITALIZATION TRANSACTION
Business Combination Agreement
On February 10, 2024, we formed Feather Sound I, Inc. (“Feather Sound I”) and Feather Sound II, Inc. (“Feather Sound II”), each an exempted company incorporated in the Cayman Islands with limited liability, to enter into a business combination agreement as further discussed below.
On February 27, 2024, Webull Corporation, Feather Sound I and Feather Sound II entered into a business combination agreement (the “BCA”) with SK Growth Opportunities Corporation (“SKGR”), an exempted company limited by shares incorporated under the laws of the Cayman Islands.
On December 5, 2024, the parties to the BCA entered into an Amendment to Business Combination Agreement (the “Amended BCA”). The Amended BCA provides for, among other things, (i) a change in the agreed upon enterprise value from $
On April 10, 2025, the business combination transaction closed (the “Closing Date”).
10
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 4 — RECAPITALIZATION TRANSACTION (cont.)
Mergers
The business combination transaction was effectuated by a series of mergers. First, Feather Sound I merged with SKGR (the “First Merger”) with SKGR surviving the merger as a wholly-owned subsidiary of Webull Corporation. Second, SKGR merged with Feather Sound II (the “Second Merger”) with Feather Sound II surviving as a wholly-owned subsidiary of Webull Corporation.
Capital Restructure
On the Closing Date, immediately prior to the First Merger, the following actions occurred and were effected:
| i. | each preferred share of the Company issued and outstanding was converted into | |
| ii. | the fifth amended and restated memorandum and articles of association of the Company were adopted and became effective, which, among other items, increased the Company’s Class A and Class B ordinary shares to | |
| iii. | each Class A ordinary share, excluding ordinary shares held by holding vehicles controlled by our founder, were increased by a factor of | |
| iv. | each Class A ordinary share held by holding vehicles controlled by our founder were increased by the Stock Split Factor and redesignated as Class B ordinary shares. | |
| v. | each option granted and outstanding under the Company’s 2021 Global Share Incentive Plan became an option to purchase the Company’s Class A ordinary shares, exercisable for the number of shares and at the per share exercise price as adjusted by the Stock Split Factor and otherwise subject to the same terms and conditions that applied prior to the stock split. | |
| vi. | each restricted share unit granted and outstanding under the Company’s 2021 Global Share Incentive Plan was cancelled in exchange for a right to acquire a number of the Company’s Class A ordinary shares as adjusted by the Stock Split Factor and otherwise subject to the same terms and conditions that applied to the restricted share unit prior to the stock split. | |
| vii. | each restricted share granted and outstanding under the Company’s 2021 Global Share Incentive Plan was increased by the Stock Split Factor and subject to the same terms and conditions as were applicable prior to the stock split. |
Summary of Recapitalization
On the Closing Date, the Company (i) received net trust proceeds of $
Accounting Treatment
The Company was determined to be both the “legal” and “accounting” acquirer and SKGR is the “acquired” company. SKGR does not meet the U.S. GAAP definition of a business as its net assets are predominantly cash and investments held in a trust account for the sole purpose of effectuating a business combination transaction. As such, the Company determined (i) that the business combination transaction is not within the scope of ASC 805 – Business Combinations (“ASC 805) and (ii) the business combination transaction was representative of a recapitalization transaction as the Company effectively issued its Class A ordinary shares and other securities for the cash held in SKGR’s trust account.
11
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 5 — LEASES
Our operating lease cost for the six months ended June 30, 2026 and 2025 was $
We also present the change in the carrying amount of the right-of-use assets and operating lease liabilities as two adjustments in determining net cash provided by operating activities.
The following table presents balances reported in our condensed consolidated statements of financial position related to our operating leases as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | December 31, 2025 | |||||||
| Right-of-use assets | $ | $ | ||||||
| Lease liabilities – current | $ | $ | ||||||
| Lease liabilities – non-current | ||||||||
| Total lease liabilities | $ | $ | ||||||
The following is a summary of supplemental information pertaining to our operating leases as of June 30, 2026 and 2025:
| June 30, 2026 | June 30, 2025 | |||||||
| Cash payments for operating leases | $ | $ | ||||||
| Lease liabilities arising from obtaining right-of-use assets | $ | $ | ||||||
NOTE 6 — CONVERTIBLE REDEEMABLE PREFERRED SHARES
We had various series of convertible redeemable preferred shares (collectively, “Preferred Shares”) authorized and outstanding prior to April 10, 2025, the closing date of the business combination transaction with SKGR, as further discussed in Note 4 – Recapitalization Transaction. After the closing of the business combination transaction, we no longer have authorized and outstanding convertible redeemable preferred shares due to (i) the Company repurchasing a portion of Series D preferred shares from certain preferred shareholders prior to closing (the “Preferred Share Repurchase”), (ii) all remaining outstanding Preferred Shares after the Preferred Share Repurchase were automatically converted into Class A ordinary shares in connection with the business combination agreement, and (iii) contemporaneously with the closing we amended and restated our articles of association to remove preferred shares as an authorized share capital of the Company.
Preferred Shares Redemption Value Accretion
We recognized $
Preferred Share Repurchase
On April 10, 2025, immediately prior to the Company’s Preferred Shares converting in accordance with the business combination agreement, the Company repurchased
Conversion of Preferred Shares
On April 10, 2025, after the Preferred Share Repurchase, all remaining Preferred Shares converted into
12
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 7 — ORDINARY SHARES
We have two authorized classes of ordinary share capital: Class A and Class B ordinary shares (collectively, referred to as Ordinary Shares). The par value of our Ordinary Shares is $
Incentive Share and Ordinary Share Warrant Issuance
On April 10, 2025, the Company issued
Shares Issued in Connection with Recapitalization Transaction
On April 10, 2025, the Company made the following issuances of and changes in Class A Ordinary Shares:
| i. | ||
| ii. | ||
| iii. |
Exercise of Warrants
On May 13, 2025, we issued
On various dates in May and June 2025, the Company issued in total
On various dates in May and June 2025, the Company issued in total
Other Issuance
On April 29, 2025, we issued in total
Share-based Awards Related Issuances
During the six months ended June 30, 2026, the Company delivered
During the six months ended June 30, 2026, the Company issued
13
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 7 — ORDINARY SHARES (cont.)
Our Ordinary Shares have the following rights:
Voting Rights
Our Class A ordinary shares are entitled to
Conversion Rights
Our Class A ordinary shares are not convertible into Class B ordinary shares. Our Class B ordinary shares are convertible, at the option of the holder, at any time into one Class A ordinary share. Furthermore, each Class B ordinary share shall automatically convert into one Class A ordinary share upon (i) a transfer by a Class B ordinary shareholder to any person or entity which is not an affiliate of such shareholder or (ii) a change of beneficial ownership of any Class B ordinary share as a result of which any person or entity which is not an affiliate of the registered holder of such Class B ordinary share becomes a beneficial owner of such Class B ordinary share.
Dividend Rights
Subject to the rights of our Preferred Shares, the holders of our Ordinary Shares will be entitled to receive ratable dividends, if any, as may be declared from time to time by our board of directors out of funds legally available for the payment of dividends. As of June 30, 2026, we have not declared or paid a dividend.
Right to Receive Liquidation Distributions
If we liquidate, dissolve or wind up, after all liabilities and, if applicable, the holders of our Preferred Shares have been paid in full according to their respective liquidation preference, the holders of our Ordinary Shares will be entitled to share ratably in all remaining assets.
No Preemptive or Similar Rights
The rights, preferences and privileges of the holders of our Ordinary Shares are subject to, and may be adversely affected by, the rights of the holders of our Preferred Shares. Our Ordinary Shares have no preemptive rights or similar rights with respect to a conversion of Preferred Shares, which may result in significant dilution.
Treasury Shares
As of June 30, 2026 and December 31, 2025, Webull Partners Limited (“WPL”), our share-award platform entity for certain employees, holds
During the six months ended June 30, 2026, we repurchased
Cash Enhanced Share Repurchase Program
On June 15, 2026, the Company participated in the Cash Enhanced Share Repurchase program with a global investment banking firm. Under the program, the Company sold two written puts on its outstanding Class A ordinary shares with an aggregate notional value of $
Upon execution, the Company prepaid the aggregate exercise price, consisting of $
14
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 7 — ORDINARY SHARES (cont.)
The Company has determined the prepaid written puts satisfy the equity classification requirements of ASC 815-40 and do not meet the temporary equity classification criteria of ASC 480-10-S99; accordingly, the Company has classified the written puts as permanent equity within the shareholders’ equity section on our condensed consolidated statement of financial position.
Deferred Equity Offering Costs
The business combination transaction with SKGR was determined to be representative of a recapitalization transaction and outside the scope ASC 805. Prior to the closing of the business combination transaction, we had capitalized deferred equity offering costs of $
cash that remained after settlement of SKGR’s working capital obligations. The net proceeds received were insufficient to absorb the entire balance of deferred equity offering costs. Therefore, the Company offset the additional paid-in capital amount that resulted from recording the net proceeds received from the Company’s issuance of equity to SKGR shareholders with an equal amount of deferred equity offering costs and expensed the remainder of $
Employee Share Purchase Plan
On December 22, 2025, we adopted an employee share purchase plan (the “ESPP”), with an aggregate Class A ordinary share reserve of
NOTE 8 — WARRANTS
The following is a summary of the significant terms of our outstanding warrants as of June 30, 2026.
Public Warrants
Our Public Warrants (collectively, the “Warrants”) may only be exercised for a whole number of Class A ordinary shares. The Warrants became exercisable on May 9, 2024 and will remain exercisable provided that the Company maintains an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Warrants and a current prospectus relating to them is available. The Company is required to use its best efforts to maintain the effectiveness of its registration statement and a current prospectus relating thereto, until the expiration of the Warrants. The Warrants have an exercise price of $
In the event that the Company fails to maintain an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of the Warrants, the holder shall have the right during the period in which the Company failed to maintain an effective registration statement to exercise such Warrants on a cashless basis.
If the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company, at its option, may require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and (i) in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants or (ii) if the Company does not so elect, the Company agrees to use its commercially reasonable efforts to register or qualify for sale the Class A ordinary shares issuable upon exercise of the Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available.
15
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 8 — WARRANTS (cont.)
Once the Warrants became exercisable, the Company may redeem the outstanding Public Warrants:
| (i) | in whole and not in part | |
| (ii) | at a price of $ | |
| (iii) | upon a minimum of | |
| (iv) | if, and only if, the last reported sale price of Class A ordinary shares equals or exceeds $ |
The Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the
Warrant Activity
Public Warrants were exercised during the six months ended June 30, 2026. The Company has
NOTE 9 — SHARE-BASED COMPENSATION
We have established a 2021 Global Share Incentive Plan (the “2021 Incentive Plan”) for the purpose of providing share-based compensation as incentives and rewards to employees and consultants.
In connection with the Recapitalization Transaction as discussed in Note 4, the following changes were made to our outstanding share-based awards under the 2021 Incentive Plan:
| (i) | each option granted and outstanding became an option to purchase the Company’s Class A ordinary shares, exercisable for the number of shares and at the per share exercise price as adjusted by the stock split factor of 3.3593 and otherwise subject to the same terms and conditions that applied prior to the stock split. |
| (ii) | each restricted share unit granted and outstanding was cancelled in exchange for a right to acquire a number of the Company’s Class A ordinary shares as adjusted by the stock split factor of 3.3593 and otherwise subject to the same terms and conditions that applied to the restricted share unit prior to the stock split. |
| (iii) | each restricted share granted and outstanding was increased by the stock split factor of 3.3593 and subject to the same terms and conditions as were applicable prior to the stock split. |
None of these changes resulted in a modification requiring incremental share-based compensation recognition.
As of June 30, 2026, the 2021 Incentive Plan has a remaining reserve of
Our share-based awards issued under the 2021 Incentive Plan generally vest in accordance with the following schedule:
| ● | ||
| ● | ||
| ● |
16
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 9 — SHARE-BASED COMPENSATION (cont.)
On December 22, 2025, we established a 2026 Global Share Incentive Plan (the “2026 Incentive Plan”) for the purpose of providing share-based compensation as incentives and rewards to employees and consultants. We have granted during the six months ended June 30, 2026,
| ● |
| ● |
Vesting commences on the grant date. Upon termination of employment, unvested share-based awards are subject to forfeiture. The share-based awards are not transferable and may not be sold, pledged or otherwise transferred, and grantees are not entitled to vote the restricted shares or receive dividends paid on the restricted shares.
Share Options
During the six months ended June 30, 2026 and 2025, we granted
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Dividend yield | ||||||||
| Risk-free interest rate | % | % | ||||||
| Expected volatility(1) | % | % | ||||||
| Expected term | ||||||||
| (1) |
A summary of the Share Option activity for the six months ended June 30, 2026 is as follows:
| Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life | Aggregate Intrinsic Value | |||||||||||||
| (in Years) | ||||||||||||||||
| Outstanding at January 1, 2026 | $ | $ | ||||||||||||||
| Granted | $ | – | – | |||||||||||||
| Exercised | ( | ) | $ | – | $ | |||||||||||
| Cancelled/forfeited | ( | ) | $ | – | – | |||||||||||
| Outstanding at June 30, 2026 | $ | $ | ||||||||||||||
| Exercisable at June 30, 2026 | $ | $ | ||||||||||||||
17
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 9 — SHARE-BASED COMPENSATION (cont.)
During the six months ended June 30, 2026, there were
As of June 30, 2026, unrecognized compensation expense related to Share Options was $
The following is a summary of the non-vested Share Option activity for the six months ended June 30, 2026:
| Options | Weighted Average Grant-Date Fair Value | |||||||
| Non-vested at January 1, 2026 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Cancelled/forfeited | ( | ) | $ | |||||
| Non-vested at June 30, 2026 | $ | |||||||
The total fair value of options vested during the six months ended June 30, 2026 was $
Restricted Share Units (“RSUs”)
We granted
A summary of the Restricted Share Unit activity for the six months ended June 30, 2026, is as follows:
| RSUs | Weighted Average Grant-Date Fair Value | |||||||
| Outstanding at January 1, 2026 | $ | |||||||
| Granted | $ | |||||||
| Cancelled/forfeited | ( | ) | $ | |||||
| Shares delivered | ( | ) | $ | |||||
| Outstanding at June 30, 2026 | $ | |||||||
18
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 9 — SHARE-BASED COMPENSATION (cont.)
The total grant date fair value of shares delivered for the six months ended June 30, 2026 was $
As of June 30, 2026, the total unrecognized compensation expense related to RSUs was $
The following is a summary of the non-vested Restricted Share Unit activity for the six months ended June 30, 2026:
| RSUs | Weighted Average Grant-Date Fair Value | |||||||
| Non-vested at January 1, 2026 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Cancelled/forfeited | ( | ) | $ | |||||
| Non-vested at June 30, 2026 | $ | |||||||
The total fair value of RSUs vested during the six months ended June 30, 2026, was $
Restricted Share Award (“RSAs”)
We granted
| RSAs | Weighted Average Grant-Date Fair Value | |||||||
| Outstanding at January 1, 2026 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Cancelled/forfeited | $ | |||||||
| Outstanding at June 30, 2026 | $ | |||||||
The fair value of RSAs vested during the six months ended June 30, 2026 was $
19
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 9 — SHARE-BASED COMPENSATION (cont.)
A summary of the non-vested Restricted Share Award activity for the six months ended June 30, 2026, is as follows:
| RSAs | Weighted Average Grant-Date Fair Value | |||||||
| Non-vested at January 1, 2026 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Cancelled/forfeited | $ | |||||||
| Non-vested at June 30, 2026 | $ | |||||||
As of June 30, 2026, the total unrecognized compensation expense related to RSAs was $
Compensation Expense Allocation
We recognized compensation expense from share-based awards in the amount of $
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Technology and development | ||||||||||||||||
| Marketing and branding | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
In connection with our delivery of ordinary shares to employees that had vested RSUs or exercised options, we recognized a net tax shortfall of $
20
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 10 — NET INCOME (LOSS) PER SHARE
The following presents the calculation of basic and diluted income (loss) per share for the three and six months ended June 30, 2026 and 2025:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Basic EPS: | ||||||||||||||||
| Numerator | ||||||||||||||||
| Income (loss) attributable to the Company | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Preferred shares redemption value accretion | ( | ) | ||||||||||||||
| Fair value of ordinary shares issued to preferred shareholders | ( | ) | ( | ) | ||||||||||||
| Fair value of ordinary share warrants issued to preferred shareholders | ( | ) | ( | ) | ||||||||||||
| Excess carrying value of preferred shares repurchased | ||||||||||||||||
| Income (loss) attributable to ordinary shareholders | ( | ) | ( | ) | ||||||||||||
| Denominator | ||||||||||||||||
| Weighted-average shares outstanding - basic | ||||||||||||||||
| Basic earnings (loss) per share | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Diluted EPS: | ||||||||||||||||
| Numerator | ||||||||||||||||
| Income (loss) attributable to ordinary shareholders | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Denominator | ||||||||||||||||
| Weighted-average shares outstanding - basic | ||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||
| Options | ||||||||||||||||
| RSAs | ||||||||||||||||
| RSUs | ||||||||||||||||
| Weighted-average common shares outstanding - diluted | ||||||||||||||||
| Dilutive earnings (loss) per share | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
The following table summarizes potential ordinary shares outstanding that were excluded from the calculation of diluted net loss per ordinary share because their effect would have been anti-dilutive:
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Options | ||||||||||||||||
| RSUs | ||||||||||||||||
| Public warrants | ||||||||||||||||
| Total potential ordinary shares outstanding | ||||||||||||||||
21
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 11 — REVENUES
The following tables present a breakdown of our revenue categories presented within our condensed consolidated statements of operations and comprehensive income (loss).
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Equity and Option Order Flow Income: | ||||||||||||||||
| Option order flow rebates | $ | $ | $ | $ | ||||||||||||
| Equity order flow rebates | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Interest and Other Related Income: | ||||||||||||||||
| Stock lending | $ | $ | $ | $ | ||||||||||||
| Margin financing | ||||||||||||||||
| Client bank deposits | ||||||||||||||||
| Corporate bank deposits | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Handling Charge Income: | ||||||||||||||||
| Options | $ | $ | $ | $ | ||||||||||||
| Platform and trading fees | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Other Revenue: | ||||||||||||||||
| Data subscription income | $ | $ | $ | $ | ||||||||||||
| Syndicate fees | ||||||||||||||||
| Lease income | ||||||||||||||||
| Foreign exchange fee | ||||||||||||||||
| Non-trading rebates | ||||||||||||||||
| Proxy income | ||||||||||||||||
| Other | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
22
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 12 — OPERATING EXPENSES
The following tables present a breakdown of our expense categories as presented within our condensed consolidated statements of operations and comprehensive income (loss).
| For the Three Months Ended June 30, | For the Six Months, Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Brokerage and Transaction: | ||||||||||||||||
| Clearing and operation cost | $ | $ | $ | $ | ||||||||||||
| Market and data fees | ||||||||||||||||
| Handling charge expense | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Technology and Development: | ||||||||||||||||
| Employee compensation benefits | $ | $ | $ | |||||||||||||
| Cloud service fees | ||||||||||||||||
| System costs | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Marketing and Branding | ||||||||||||||||
| Advertising and promotions | $ | $ | $ | |||||||||||||
| Free stock promotions | ||||||||||||||||
| Employee compensation and benefits | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| General and Administrative | ||||||||||||||||
| Employee compensation and benefits | $ | $ | ||||||||||||||
| Compliance fees | ||||||||||||||||
| Office related | ||||||||||||||||
| Professional services | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Other | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
23
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 13 — OTHER EXPENSE, NET
The following table presents a breakdown of our other expense and income categories that were presented on a net basis within our condensed consolidated statements of operations and comprehensive income (loss).
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Equity offering cost | $ | $ | $ | $ | ||||||||||||
| Foreign currency exchange loss | ||||||||||||||||
| Impairment loss on goodwill | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Other expense (income) | ( | ) | ||||||||||||||
| Other expense (income), net | $ | $ | $ | $ | ||||||||||||
NOTE 14 — INCOME TAXES
Our interim period tax provisions are based on the actual year to date effective tax rate (“ETR”), as allowed by Accounting Standards Codification (“ASC”) 740-270-30-18, “Income Taxes—Interim Reporting,”. This method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on that basis. The Company believes that, at this time, the use of this method is more appropriate than the annual effective tax rate method as (i) the estimated annual effective tax rate method is not reliable due to the high degree of uncertainty in estimating annual pretax earnings at the jurisdictional and subsidiary levels and (ii) the Company’s ongoing assessment that the recoverability of its deferred tax assets is not likely in jurisdictions which are not profitable.
Our ETR was
NOTE 15 — COMMITMENTS AND CONTINGENCIES
Commitments
On December 5, 2023, our subsidiary Hunan Shuibao Zhiye Co. Ltd. (“Hunan Shuibao”) entered into an agreement with the City of Changsha for the right to use approximately
Contingencies
General Matters
We are subject to contingencies arising in the ordinary course of our business, including contingencies related to legal, regulatory, non-income tax and other matters. We record an accrual for loss contingencies at management’s best estimate when we determine that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If the reasonable estimate is a range and no amount within that range is considered a better estimate than any other amount, an accrual is recorded based on the bottom amount of the range. If a loss is not probable, or a probable loss cannot be reasonably estimated, no accrual is recorded. Amounts accrued for contingencies in the aggregate were $
Regulatory Matters
The financial services industry is highly regulated and many aspects of our business involve substantial risk of liability. Federal and state regulators, exchanges, or other SROs investigate issues related to regulatory compliance that may result in enforcement action. We are also subject to periodic regulatory audits and inspections that could in the future lead to enforcement investigations or actions.
24
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 15 — COMMITMENTS AND CONTINGENCIES (cont.)
Indemnification Agreement
We have an indemnification obligation to our clearing broker for any debit balance in customer accounts that are on an introduced basis. Debit balances may result from, but not limited to, fraudulent, unlawful, or otherwise customer behavior and insufficient collateral with respect to customers’ margin/securities lending balances. We have determined that as of June 30, 2026 and December 31, 2025 we had contingent liability.
NOTE 16 — FAIR VALUE MEASUREMENT
Our financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 are as follows:
| June 30, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Financial instruments owned | ||||||||||||||||
| Equities(1) | $ | $ | $ | $ | ||||||||||||
| U.S Treasury Bills(2) | ||||||||||||||||
| FX forward contract(1) | ||||||||||||||||
| Customer-held fractional shares | ||||||||||||||||
| Total financial assets | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Financial instruments sold not yet purchased | ||||||||||||||||
| Equity options(3) | $ | $ | $ | $ | ||||||||||||
| Fractional share repurchase obligation(3) | ||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | ||||||||||||
| (1) | Fair value of financial instruments owned are classified within prepaid expenses and other current assets on the condensed consolidated statements of financial position. |
| (2) | |
| (3) |
During the six months ended June 30, 2026, there were no transfers between levels for financial assets and liabilities.
25
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 16 — FAIR VALUE MEASUREMENT (cont.)
Our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 are as follows:
| December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets | ||||||||||||||||
| Financial instruments owned | ||||||||||||||||
| Equities(1) | $ | $ | $ | $ | ||||||||||||
| U.S Treasury Bills(2) | ||||||||||||||||
| FX forward contract(1) | ||||||||||||||||
| Customer-held fractional shares | ||||||||||||||||
| Total financial assets | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Financial instruments sold not yet purchased | ||||||||||||||||
| Equity options(3) | $ | $ | $ | $ | ||||||||||||
| Fractional share repurchase obligation(3) | ||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | ||||||||||||
| (1) | |
| (2) | |
| (3) |
During the year ended December 31, 2025, there were no transfers between levels for financial assets and liabilities.
26
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 17 — SEGMENT REPORTING
The following table presents significant revenues and expenses provided to the CODM for the three and six months ended June 30, 2026 and 2025.
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | ||||||||||||||||
| Equity and option order flow rebates | $ | $ | $ | $ | ||||||||||||
| Interest related income | ||||||||||||||||
| Handling charge income | ||||||||||||||||
| Other revenues | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Segment expenses | ||||||||||||||||
| Brokerage and transaction | ||||||||||||||||
| Technology and development(1) | ||||||||||||||||
| Marketing and branding(1) | ||||||||||||||||
| General and administrative(1) | ||||||||||||||||
| Other segment items(2) | ||||||||||||||||
| Total operating expenses per consolidated statements of operations and comprehensive income | ||||||||||||||||
| Operating income (loss) | ( | ) | ||||||||||||||
| Other expense, net | ||||||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| (1) |
| (2) |
As we are a single segment entity, the significant segment expenses required to be disclosed under ASC 280 are presented throughout the condensed consolidated financial statements including the condensed consolidated statements of operations and comprehensive income (loss), condensed consolidated statements of cash flows, Note 11 – Revenues and Note 12 – Expenses.
Our single segment total assets are equivalent to our total consolidated assets as reported on our condensed consolidated statements of financial position.
27
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
NOTE 18 — REVOLVING CREDIT AGREEMENT
Webull Financial LLC
On September 6, 2024, Webull Financial LLC, our U.S. broker dealer subsidiary (“Webull Financial”), as borrower, and Webull Corporation, as guarantor, entered into a revolving credit agreement with a national bank (the “Revolving Loan”). The Revolving Loan provides for loans up to an aggregate principal amount of $
On February 21, 2025, Webull Financial terminated the Revolving Loan. Simultaneously with the revolving credit agreement termination, Webull Financial entered into a syndicated credit agreement (the “Syndicated Loan”) that provides for loans up to an aggregate principal amount of $
On February 20, 2026, the Syndicate Loan was renewed and the aggregate principal amount increased to $
As of June 30, 2026 and December 31, 2025, there was no outstanding principal balance.
The Syndicated Loan contains financial covenants.
Hunan Weibu Information Technology Co., Ltd.
On March 25, 2026, Hunan Weibu Information Technology Co., Ltd., our technology support and development subsidiary, (“Hunan Weibu”), as borrower, and Webull Corporation as guarantor, entered into a credit facility agreement (the “Credit Facility”) with a major commercial bank. The Credit Facility provides for an aggregate borrowing amount of RMB
NOTE 19 — SHARE SALE AND PURCHASE AGREEMENT
On June 29, 2026, Webull entered into a share sale and purchase agreement (the “Purchase Agreement”), by and among Webull, Webull Holdings (Singapore) Pte. Ltd., a wholly owned subsidiary of Webull, Country Group Holdings Public Company Limited (“CGH”), and Pi Securities Public Company Limited, a public limited company engaged in the brokerage business and established under the laws of Thailand, (“Pi Securities”), pursuant to which Webull Holdings (Singapore) Pte. Ltd. agreed to purchase, and CGH agreed to sell, an aggregate of approximately
28
Webull Corporation
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2026
The Consideration Shares issued were determined by dividing US$
The Escrow Shares issued were determined by dividing US$
The maximum aggregate value of additional or adjustment shares that may be issued to CGH pursuant to the price protection and adjustment provisions of the Purchase Agreement is US$
On June 29, 2026, Webull Holdings (Singapore) Pte. Ltd. entered into a separate share sale and purchase agreement (the “SPA”) with another shareholder to acquire an additional
The closing of the transactions contemplated under Purchase Agreement and SPA (collectively, referred to as the “Pi Acquisition”) provides Webull Holdings (Singapore) Pte. Ltd. with a controlling financial interest of approximately
The Pi Acquisition meets the definition of a business combination; and, therefore, Webull will account for the transaction using the acquisition method of accounting. The total consideration of the Pi Acquisition is approximately US$
Pi Securities is an investment services provider with more than
NOTE 20 — SUBSEQUENT EVENTS
We have evaluated subsequent events for recognition and disclosure through September 11, 2026, the date our condensed consolidated financial statements were issued.
29
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations. We recommend that you read this in conjunction with our unaudited condensed consolidated interim financial statements for the three and six month periods ended June 30, 2026 and 2025 (the “interim financial statements”) included as Exhibit 99.1 to the Report on Form 6-K in which this discussion is included. We also recommend that you read “Item 4. Information on the Company” and our audited consolidated financial statements for fiscal year 2025, and the notes thereto, which appear in our Annual Report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”).
Unless otherwise indicated or the context otherwise requires, all references to “Webull” or the “company,” “we,” “our,” “ours,” “us” or similar terms refer to Webull Corporation and its subsidiaries.
We prepare and report our unaudited condensed consolidated interim financial statements and audited consolidated financial statements in accordance with generally accepted accounting principles in the United States. We maintain our books and records in US Dollar. We have made rounding adjustments to some of the figures included in this management’s discussion and analysis. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. Unless otherwise indicated, all references to currency amounts in this discussion and analysis are in US Dollar.
Overview
Webull is a digital investment platform built upon a next-generation global infrastructure. We provide our customers with extensive products, features and functions that go beyond what is offered by most retail investment platforms in the markets today. The Webull platform is specifically designed and developed for our target demographic of young and digitally-savvy retail investors. We believe we are the platform of choice for this new generation of retail investors, whose demands for diverse investment products, mobile-first interface, around-the-clock availability, instant and in-depth market data, and social features may be prohibitively expensive for traditional investment platforms. We pride ourselves in the professional grade trading and investment features we offer. 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 82% report having prior investing experience before opening an account with us as of June 30, 2026. Our young customers provide us with opportunities to grow with and continue to serve them over the next several decades as their trusted lifelong investment partner.
Driven by our strong belief that every retail investor should have access to the resources needed to become a more educated and empowered investor — what we refer to as the informed investor — our platform enables anyone to create a free account on Webull and gain access to the information and analytical tools that other brokerages typically lock behind a paywall, through which we help investors become more informed. The days when real-time stock price data were privileged information hidden behind a paywall are gone, and we believe more sophisticated market information should be made affordable and accessible to ordinary investors. We believe that no investment decision should be made without access to relevant public information, and no investor should have to question the stability of the underlying platform. As a result, experienced investors choose us for the advanced trading tools and functions we offer, while novice investors look to us as a trusted resource for gaining the education and insight needed to become informed investors.
We serve our customers through a global platform built around self-directed trading and provide our users access to market data from exchanges across major markets worldwide. Our freely available information and analytics, coupled with our open digital community features, foster a virtual trading floor experience similar to Wall Street and Canary Wharf where investment theses are exchanged and debated with the most popular ideas rising to the surface. Armed with these tools and the Webull Community, experienced and novice investors alike can learn and develop the confidence and ability to grow their personal wealth. While our core product offering is designed for the self-directed retail investor, we have also begun to serve institutional clients, including family offices, proprietary trading firms, and other brokers seeking global market access. 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 from interest related income mainly in connection with margin financing and stock lending services provided to our customers and customer cash balances.
The following tables set forth our key operating and financial metrics as of and for the periods indicated. We regularly review these key metrics to evaluate our business and financial performance as well as make strategic decisions.
For the Three Months Ended
| March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | September 30, | December 31, | March 31, | June 30, | |||||||||||||||||||||||||||||||
| 2024 | 2024 | 2024 | 2024 | 2025 | 2025 | 2025 | 2025 | 2026 | 2026 | |||||||||||||||||||||||||||||||
| Registered users(1) (in millions) | 20.6 | 21.1 | 22.1 | 23.3 | 24.1 | 24.9 | 25.9 | 26.8 | 27.6 | 28.2 | ||||||||||||||||||||||||||||||
| Funded accounts(2) (in millions) | 4.3 | 4.4 | 4.5 | 4.7 | 4.7 | 4.7 | 4.9 | 5.0 | 5.1 | 5.1 | ||||||||||||||||||||||||||||||
| Quarterly retention rate(3) | 97.3 | % | 97.9 | % | 98.4 | % | 98.3 | % | 97.5 | % | 97.1 | % | 97.7 | % | 96.9 | % | 98.4 | % | 97.3 | % | ||||||||||||||||||||
| Customer assets(4) (US$ in billions) | 8.7 | 9.7 | 11.5 | 13.6 | 12.6 | 15.9 | 21.2 | 24.6 | 24.0 | 28.5 | ||||||||||||||||||||||||||||||
| DARTs(5) (in thousands) | 640 | 646 | 707 | 778 | 924 | 1,008 | 1,101 | 1,202 | 1,312 | 1,635 | ||||||||||||||||||||||||||||||
| Equity notional volume(6) (US$ in billions) | 111 | 102 | 119 | 128 | 128 | 161 | 204 | 239 | 261 | 279 | ||||||||||||||||||||||||||||||
| Options contracts(7)(in millions) | 112 | 118 | 119 | 112 | 121 | 127 | 147 | 154 | 159 | 213 | ||||||||||||||||||||||||||||||
Our platform is a self-directed investment platform. We do not have control over the investment decisions and trading behaviors of our customers. Our results are highly sensitive to our customers’ trading behaviors and market fluctuations. These are significant, inherent limitations of the above metrics which make predicting future results with precision difficult.
Notes:
| (1) | Registered users refer to those users who have registered on our platform but not necessarily have opened a brokerage account with one of our licensed broker-dealers. Growth in our registered users provides insight as to the popularity of the Webull App. While we do not generate revenue from registered users who do not have brokerage accounts with us, registering an account on the Webull App is the first step toward opening and funding a brokerage account with us. |
| (2) | Funded accounts refer to Webull brokerage accounts into which the customer has made an initial deposit or money transfer, of any amount, whose account balance (which is measured as the fair value of assets in the customer’s account less the amount due from the customer) has not dropped to or below zero for 45 consecutive calendar days as of the record date. Funded accounts reflect unique customers, and multiple funded accounts by a single customer are counted as one funded account. Growth in our funded accounts provides insight as to the effectiveness of our marketing efforts and our ability to acquire monetizable customers. Funded accounts are positively correlated with, but are not determinative, of customer assets, trading volumes, and revenue. |
| (3) | Quarterly retention rate is calculated by subtracting the “quarterly churn rate” from 100%. The “quarterly churn rate” means the ratio of (i) churned accounts during the current quarter to (ii) the sum of total funded accounts at the end of the preceding quarter and new funded accounts acquired during the current quarter. A “churned account” means a funded account whose account balance (measured as the fair value of assets in the customer’s account less the amount due from the customer) drops to or below zero for 45 or more consecutive calendar days as of the record date. The quarterly retention rate provides us insight as to how effective we are at servicing our platform users in terms of quality customer support and product offerings. |
2
| (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. While customer assets are significantly impacted by mark-to-market valuations of customers’ investments, we consider customer assets an important metric as growth in customer assets generally leads to an increase in trading volumes and revenue. |
| (5) | DARTs refer to daily average revenue trades, which is the number of customer trades executed during a given period divided by the number of trading days in that period. DARTs provide us information on how active our customers trade. A limitation of this metric is that it does not capture the size of the trade and revenue per trade varies significantly depending on size and type of trades. |
| (6) | Equity notional volume refers to the aggregate dollar value (purchase price or sale price as applicable) of trades executed over a specified period of time. Equity notional volume directly drives our equities trading revenue, as we earn payment for order flow or commissions for customers’ equities trades based on a percentage of notional value. However, equity notional volume is highly sensitive to market conditions in the short-term which makes predicting our equity trading revenue with precision difficult. |
| (7) | Options contracts refer to the total number of options contracts bought or sold over a specified period of time. Options contracts traded directly drive our options trading revenue, as we earn payment for order flow or commissions for customers’ options trades on a per contract basis. However, options contracts traded is highly sensitive to market conditions in the short-term which makes predicting our options trading revenue with precision difficult. |
| For the Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Key Financial Metrics | ||||||||||||||||
| Total revenues | 198,831 | 131,493 | 358,759 | 248,862 | ||||||||||||
| Net income (loss) attributable to the Company | 24,364 | (28,274 | ) | 2,642 | (15,188 | ) | ||||||||||
| Adjusted operating profit (non-GAAP)(1) | 62,590 | 23,244 | 77,413 | 51,900 | ||||||||||||
| Adjusted net income (non-GAAP)(2) | 43,162 | 15,412 | 52,398 | 36,671 | ||||||||||||
Note:
| (1) | Adjusted operating profit, a non-GAAP financial measure, represents income loss before income taxes, excluding share-based compensation expenses, one-time transactions, and other expense (income), net. |
| (2) | Adjusted net income, a non-GAAP financial measure, represents net income attributable to the Company, excluding share-based compensation expenses, foreign currency transaction gains and losses, and one-time transactions |
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. In addition, we believe our results of operations and financial performance are directly affected by certain factors specific to us, including the following:
Growth of our customer base
We have achieved rapid growth in customers since the launch of our trading app in the United States in May 2018. Sustaining our growth requires continued adoption of our platform by new customers and retention of existing customers. Our ability to continue to achieve customer growth is supported by our mobile-first interface and competitive pricing, depth of products, in-depth data and analytics tools, connected social community, and multi-platform interoperability. Additionally, we leverage our customers to organically recommend our platform to their family and friends and drive our growth. The expansion of our customer base depends on the recognition and acceptance of our product and service offerings as well as our value propositions to them. Our ability to educate and demonstrate to existing and prospective customers the value and the effectiveness of our product and service offering is and will continue to be crucial for our business growth, financial performance, and prospects. Leveraging our solid foundation and proven track record, we believe we are well placed to capitalize on overall market growth and attract new retail investors globally.
3
Our ability to engage and monetize our customers
We have a highly engaged customer base, which contributed to significant increases in trading volume on our platform. As we enrich our product and service offerings, we believe there is significant opportunity to further engage our customers and increase their usage of our platform. Since the launch of our Webull App in the United States in 2018, we have added a wide selection of features, products and services in response to customer demands including ETFs, options, fractional shares, futures trading, fixed income, prediction markets, as well as cash sweep, margin financing, stock lending, retirement accounts, and syndicate services. During 2025, we began reintroducing cryptocurrency trading within the Webull App for users in Australia, Brazil and the United States, respectively. We have also created a robust community of investors by embedding social media tools and user-generated content into our platform. Our Webull Community complements the investing tools, education, market data, and insight we provide and in turn drives customer engagement and retention. Furthermore, we have constantly improve our features, products and services in response to customer feedback and keep our customers engaged. 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.
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. We believe the increasing customer engagement on our platform demonstrates the growing lifetime value of our young customer base, providing us with opportunities to grow with them over the next several decades.
Our ability to expand globally
We see significant market opportunities globally in the digital brokerage industry. Our proven track record of successful execution in the United States provides us with a strong brand and a tested strategy for expansion to other markets. Our centrally-developed platform is designed to be seamlessly deployed across different markets, and we believe our highly scalable technology infrastructure will allow us to continue to penetrate new markets with moderate investment and marginal cost. Additionally, our strong localization capabilities enable us to better understand local market characteristics as well as the varying needs of local customers, which give us a significant competitive advantage as we continue to expand across the globe. In addition to the U.S. market, we have launched our licensed brokerage business in Canada, Asia Pacific, Europe, Africa, and Latin America. We believe a global footprint will enable us to capture the significant potential of underserved markets, creating opportunities for our sustainable growth and business prospects.
Optimization of our operating expenses
Our results of operations depend in part on our ability to manage our operating expenses, especially our marketing and branding expenses. We have invested significantly in marketing and branding to attract customers and sustain our growth. We utilize various marketing tools to attract new customers, such as Webull Referral Program and paid advertising. For the three and six months ended June 30, 2026, our marketing and branding expenses amounted to $35.0 million and $84.5 million, respectively. For the three and six months ended June 30, 2025, our marketing and branding expenses amounted to $30.3 million and $53.3 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 addition, we have made, and will continue to make, significant investments in our technology infrastructure which is critical for us to offer high-quality products and services as well as to attract and retain customers. Our proprietary technology infrastructure is the backbone of our highly stable and scalable trading platform, enabling us to facilitate secure, fast and cost-efficient financial transactions. Our ability to leverage our investment in technology infrastructure and talent to develop and enhance our products and services in a cost-effective manner affects our results of operations.
As our business further grows in scale, we expect our operating expenses to increase in absolute amounts in the foreseeable future. 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.
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. 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.
4
Key Components of Results of Operations
Revenues
We generate revenues primarily from our equity and option order flow rebates and interest related income. The following table sets forth the components of our revenues by amounts and percentages of our total revenues for the periods presented:
| For the Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||
| Equity and option order flow rebates | 112,962 | 56.8 | % | 68,689 | 52.2 | % | 197,355 | 55.0 | % | 132,800 | 53.4 | % | ||||||||||||||||||||
| Interest related income | 42,752 | 21.5 | % | 36,287 | 27.6 | % | 82,803 | 23.1 | % | 67,427 | 27.1 | % | ||||||||||||||||||||
| Handling charge income(1) | 34,780 | 17.5 | % | 20,106 | 15.3 | % | 61,193 | 17.1 | % | 37,653 | 15.1 | % | ||||||||||||||||||||
| Other revenues(2) | 8,337 | 4.2 | % | 6,411 | 4.9 | % | 17,408 | 4.8 | % | 10,982 | 4.4 | % | ||||||||||||||||||||
| Total revenues | 198,831 | 100.0 | % | 131,493 | 100.0 | % | 358,759 | 100.0 | % | 248,862 | 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. For the three months ended June 30, 2026 and 2025, we recorded $11.9 million and $4.7 million, respectively in promotional expenses as a reduction to handling charge income. For the six months ended June 30, 2026 and 2025, we recorded, $24.5 million and $7.5 million, respectively, in promotional expenses as a reduction to handling charge income. |
| (2) | For the three months ended June 30, 2026 and 2025, we recorded $0.5 million and $0.4 million, respectively, in promotional expenses as a reduction in other revenues. For the six months ended June 30, 2026 and 2025, we recorded $1.5 million and $0.4 million, respectively, in promotional expenses as a reduction in other revenues. |
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 Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revenues generated from trading activities for: | ||||||||||||||||
| Equities | 33,515 | 19,623 | 60,186 | 38,460 | ||||||||||||
| Options(1) | 88,421 | 56,170 | 152,873 | 109,819 | ||||||||||||
| Total | 121,936 | 75,793 | 213,059 | 148,279 | ||||||||||||
Note:
| (1) | The revenues generated from trading activities for options also included option handling charge income, which amounted to $9.1 million and $7.1 million for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, option handling charge income amounted to $15.7 million and $15.5 million, respectively. |
5
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 Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revenues(1) | ||||||||||||||||
| USA | 173,973 | 121,805 | 315,766 | 229,676 | ||||||||||||
| Singapore | 8,891 | 2,771 | 14,630 | 5,298 | ||||||||||||
| Hong Kong | 4,625 | 1,459 | 6,477 | 3,299 | ||||||||||||
| Canada | 3,029 | 1,410 | 5,663 | 3,029 | ||||||||||||
| Others | 4,047 | 1,953 | 6,908 | 3,249 | ||||||||||||
| Total | 194,565 | 129,398 | 349,444 | 244,551 | ||||||||||||
Our revenues from external customers amounted to $194.6 million and $349.4 million for the three and six months ended June 30, 2026, respectively, as compared to $129.4 million and $244.6 million for the three and six months ended June 30, 2025. The increase in our revenue from external customers between the comparative periods is predominantly due to revenue growth of our US broker dealer, specifically in equity and option order flow rebates and platform and trading fees.
Note:
| (1) | The revenues from external customers did not include interest income arising from our corporate bank deposits, which amounted to $4.2 million and $9.3 million for the three and six months ended June 30, 2026, respectively, and $2.1 million and $4.3 million for the three and six months ended June 30, 2025, respectively. |
Equity and option order flow rebates
We generate a portion of our revenues from equity and option order flow rebates that we receive from our market makers and liquidity providers for directing our customers’ trade orders to them for execution. In the case of equities and ETFs, the payments we receive are generally based on a percentage of the notional volume of securities being traded. In the case of options, we receive payments on a per contract basis. 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.
The following table sets forth a breakdown of our equity and option order flow rebates by asset type for the periods presented:
| For the Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Equity and option order flow rebates | ||||||||||||||||
| Option order flow rebates | 79,447 | 49,065 | 137,169 | 94,340 | ||||||||||||
| Equity order flow rebates | 33,515 | 19,623 | 60,186 | 38,460 | ||||||||||||
| Total | 112,962 | 68,688 | 197,355 | 132,800 | ||||||||||||
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.
Interest related income from stock lending is generated from our clearing partner’s fully paid stock lending program, through which our clearing partner provides us with a portion of the fees it generates from the program, and revenue is recognized over the period that the lending activities are outstanding. Interest related income from margin financing is related to the margin loans we provide to our platform users’ who have a margin account carried on an omnibus basis. Interest is recognized over the period during which the margin loans are outstanding.
In the past we received a majority of our interest related income from our clearing partner. However, due to the migration of our platform users from a fully disclosed basis to an omnibus basis with our clearing partner during 2025, the interest related income we received from our clearing partner for the three and six months ended June 30, 2026 and 2025 no longer represents a majority of our interest related income. During the three and six months ended June 30, 2026, we had no fully disclosed margin accounts with our clearing partner.
6
Additionally, a portion of our interest income is generated from customers’ bank deposits and our own bank deposits, and is recorded on an accrual basis using the effective interest method.
The following table sets forth the components of our interest related income for the periods presented:
| For the Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Interest related income | ||||||||||||||||
| Interest related income from stock lending | 4,789 | 7,638 | 8,704 | 13,043 | ||||||||||||
| Interest related income from margin financing | 12,871 | 8,618 | 24,777 | 17,520 | ||||||||||||
| Interest income from customer bank deposits | 20,826 | 17,936 | 40,007 | 32,553 | ||||||||||||
| Interest income from corporate bank deposits | 4,266 | 2,095 | 9,315 | 4,311 | ||||||||||||
| Total | 42,752 | 36,287 | 82,803 | 67,427 | ||||||||||||
The following table summarizes interest-earning assets, the revenue generated by these assets, and their respective yields for the three months ended June 30, 2026 and 2025.
| (in thousands) | ||||||||||||||||||||
| Corporate Bank Deposits | Client Bank Deposits(1) | Margin(2) | Fully Paid Securities Lending(3) | Total Interest Income | ||||||||||||||||
| Three Months Ended June 30, 2026 | ||||||||||||||||||||
| Interest income | $ | 4,266 | $ | 20,826 | $ | 12,871 | $ | 4,789 | $ | 42,752 | ||||||||||
| Average balance(4) | $ | 639,246 | $ | 4,203,749 | $ | 831,330 | $ | 7,584,078 | ||||||||||||
| Period Yield(5) | 2.67 | % | 1.98 | % | 6.19 | % | 0.25 | % | ||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||
| Interest income | $ | 2,095 | $ | 17,936 | $ | 8,618 | $ | 7,638 | $ | 36,287 | ||||||||||
| Average balance(4) | $ | 345,772 | $ | 3,167,510 | $ | 448,617 | $ | 5,366,516 | ||||||||||||
| Period Yield(5) | 2.42 | % | 2.27 | % | 7.68 | % | 0.57 | % | ||||||||||||
The following table summarizes interest-earning assets, the revenue generated by these assets, and their respective yields for the six months ended June 30, 2026 and 2025.
| (in thousands) | ||||||||||||||||||||
| Corporate Bank Deposits | Client Bank Deposits(1) | Margin(2) | Fully Paid Securities Lending(3) | Total Interest Income | ||||||||||||||||
| Six Months Ended June 30, 2026 | ||||||||||||||||||||
| Interest income | $ | 9,315 | $ | 40,007 | $ | 24,777 | $ | 8,704 | $ | 82,803 | ||||||||||
| Average balance(4) | $ | 628,684 | $ | 4,130,792 | $ | 794,817 | $ | 7,223,225 | ||||||||||||
| Period Yield(5) | 2.96 | % | 1.94 | % | 6.23 | % | 0.24 | % | ||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||
| Interest income | $ | 4,311 | $ | 32,553 | $ | 17,520 | $ | 13,043 | $ | 67,427 | ||||||||||
| Average balance(4) | $ | 299,101 | $ | 3,023,007 | $ | 461,671 | $ | 5,371,350 | ||||||||||||
| Period Yield(5) | 2.88 | % | 2.15 | % | 7.59 | % | 0.49 | % | ||||||||||||
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. |
7
| (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 basis or on an omnibus basis. |
| (4) | Represents the average of month-end balances for the period. |
| (5) | Period yield is calculated by annualizing interest income and dividing by applicable average balance. |
Corporate Bank Deposits — Our interest income on our corporate cash increased $2.2 million and $5.0 million for the three and six months ended June 30, 2026, respectively, as compared to the same comparative prior periods. The increase is due to higher average corporate cash balances, despite a lower effective federal funds rate, between the periods.
Customer Bank Deposits — Although the effective funds rate was lower during the three and six months ended June 30, 2026 as compared to same comparative prior periods, our interest earned on customer bank deposit increased $2.9 million and $7.5 million between the three and six months ended June 30, 2026 and 2025, respectively, due to the growth in our funded accounts and average customer cash balances between the periods.
Margin Balances — Our margin interest income increased $4.3 million and $7.3 million between the three and six months ended June 30, 2026 and 2025, respectively. Despite a decrease in the effective federal funds rate between the periods, which had an impact on the rates we charge customers, our margin interest income increased between the three and six month periods due to higher average margin loan balances.
Fully Paid Securities Lending — Despite an increase in the average balance of our platform users’ securities enrolled in Apex Clearing’s fully paid stock lending program between the three and six periods ended June 30, 2026 and 2025, our overall interest income from the lending program and effective yield declined. Interest income from the fully paid securities lending program is difficult to predict as rates earned on securities lending are impacted by overall market conditions which significantly influence the general demand for borrowing stock. Also, hard to borrow stocks can cause volatility in the rate earned between periods.
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. Such fees may include SEC fees, OCC fees, and per contract charges for index options.
Other revenues
Other revenues primarily consist of income generated from our (i) data subscription services, (ii) co-marketing services, (iii) syndicate fees in connection with IPO and secondary offerings, (iv) income from leased portions of our corporate office building, (v) foreign exchange fees, (vi) non-trade related rebates, and (vii) proxy rebates. The following table sets forth the components of our other revenues for the periods presented:
| For the Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Other Revenues | ||||||||||||||||
| Data subscription income | 2,039 | 2,038 | 4,081 | 4,022 | ||||||||||||
| Syndicate fees | 741 | 112 | 1,521 | 403 | ||||||||||||
| Lease income | 275 | 302 | 550 | 604 | ||||||||||||
| Foreign exchange fee | 1,083 | 737 | 2,143 | 1,315 | ||||||||||||
| Non-trading rebates | 953 | 1,151 | 5,098 | 1,870 | ||||||||||||
| Proxy income | 2,077 | 2,048 | 2,594 | 2,695 | ||||||||||||
| Other | 1,169 | 25 | 1,422 | 73 | ||||||||||||
| Total | 8,337 | 6,413 | 17,409 | 10,982 | ||||||||||||
8
Revenue from data subscription services represents subscription by our users to our market information and data services. We provide advanced quotation services, such as Level 2 Advance powered by Nasdaq TotalView, for which our customers subscribe on a monthly basis. For the three and six months ended June 30, 2026, we recorded $2.0 million and $4.1 million, respectively, in revenue from paid subscriptions to our market information and data services, and recognized $2.0 million and $4.0 million in such revenue for the three and six months ended June 30, 2025, respectively.
Revenue from syndicate fees is derived from our participation in IPO and secondary offerings as a member of the syndicate selling group. As a member of the selling group, we do not commit any capital. We publicize to our users the opportunity to subscribe to offerings in which we are a selling group member. We are allocated shares by the lead underwriter at a discount to the offering price. We then allocate those shares among the users that subscribe to the offering at the offering price, thereby capturing the selling group spread. Revenue is recognized when realized on the trade date of the sale of allocated shares to users.
Lease income represents revenue earned from leasing a portion of our excess corporate office space. In November 2022, we acquired a 5-story office building located in St. Petersburg, Florida to function as our corporate and operations headquarters.
Revenue from foreign exchange fee consists of the fee we charge to convert a platform user’s domestic currency into a foreign currency to facilitate the platform user’s purchase of securities in foreign markets; and, conversely, the fee we charge to convert proceeds from the sale of securities in foreign markets to the platform user’s domestic currency.
Revenue from non-trading rebates mainly consists of rebates we receive from our banking partner in connection with our platform users’ debit card transactions.
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 investors, 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. This revenue is recognized once we fulfill our obligation to provide the required data and the third-party provider verifies our share.
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 Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| $ | % | $ | % | $ | % | $ | % | |||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||||||||
| Brokerage and transaction | 44,349 | 28.9 | % | 34,801 | 25.7 | % | 82,742 | 26.2 | % | 58,046 | 25.0 | % | ||||||||||||||||||||
| Technology and development | 22,157 | 14.4 | % | 19,140 | 14.2 | % | 46,018 | 14.6 | % | 36,065 | 15.5 | % | ||||||||||||||||||||
| Marketing and branding | 35,046 | 22.9 | % | 30,301 | 22.4 | % | 84,458 | 26.7 | % | 53,292 | 23.0 | % | ||||||||||||||||||||
| General and administrative | 51,824 | 33.8 | % | 50,977 | 37.7 | % | 102,465 | 32.5 | % | 84,597 | 36.5 | % | ||||||||||||||||||||
| Total operating expenses | 153,376 | 100.0 | % | 135,219 | 100.0 | % | 315,683 | 100.0 | % | 232,000 | 100.0 | % | ||||||||||||||||||||
9
Brokerage and transaction
Brokerage and transaction expenses primarily consist of clearing and operation costs, market information and data fees, and handling charge expenses. Our clearing and operation costs accounted for 64.6% and 66.3% of our brokerage and transaction expenses for the three months ended June 30, 2025 and 2024, respectively, and such costs accounted for 64.2% and 65.7% of our brokerage and transaction expenses for the six months ended June 30, 2025 and 2024, respectively. The following table sets forth the components of our brokerage and transaction expenses for the periods presented:
| For the Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Brokerage and transaction | ||||||||||||||||
| Clearing and operation costs | 28,938 | 22,489 | 53,988 | 37,267 | ||||||||||||
| Market information and data fees | 6,616 | 5,272 | 12,855 | 10,340 | ||||||||||||
| Handling charge expenses | 8,795 | 7,039 | 15,899 | 10,439 | ||||||||||||
| Total | 44,349 | 34,800 | 82,742 | 58,046 | ||||||||||||
Clearing and operation costs consist of clearing costs, mainly representing service fees charged by our clearing partner, and operation costs such as customer verification fees, processing costs, account escheatment costs and customer debit balances for which we are responsible. 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 and transaction fees charged by payment service providers for customers funding their brokerage accounts using debit cards.
Technology and development
Technology and development expenses consist of research and development expenses, primarily in the form of compensation and benefits for engineers and developers, and related costs, cloud service fees, and system costs. Cloud service fees represent data storage and computing service fees. System costs represent fees to software providers to access and use their systems.
The following table sets forth the components of our technology and development expenses for the periods presented:
| For the Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Technology and development | ||||||||||||||||
| Employee compensation benefits | 15,411 | 13,602 | 32,717 | 24,819 | ||||||||||||
| Cloud services fees | 4,422 | 3,514 | 8,616 | 6,921 | ||||||||||||
| System costs | 2,324 | 2,024 | 4,685 | 4,325 | ||||||||||||
| Total | 22,157 | 19,140 | 46,018 | 36,065 | ||||||||||||
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 marketing and branding expenses for the periods presented:
| For the Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Marketing and branding | ||||||||||||||||
| Advertising and promotions | 32,560 | 22,237 | 74,272 | 40,442 | ||||||||||||
| Free stock promotions | 701 | 4,828 | 6,587 | 8,588 | ||||||||||||
| Employee compensation and benefits | 1,785 | 3,235 | 3,598 | 4,262 | ||||||||||||
| Total | 35,046 | 30,300 | 84,457 | 53,292 | ||||||||||||
10
Our advertising and promotion costs represent our expenditures in advertising marketing and branding activities. 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. For the three months ended June 30, 2026 and 2025, we spent a total of $11.2 million and $11.9 million on paid search and paid social advertising, respectively. For the six months ended June 30, 2026 and 2025, we spent a total of $27.8 million and $20.2 million on paid search and paid social advertising, respectively.
The expense of free stock promotions is determined when an eligible customer receives their free stock and is based upon the fair value of the stock transferred to the customer. We acquire the stock after the stock rewards are claimed. At the time eligible customers claim their free stock rewards, they become entitled to those free stock rewards and we assign the specific stocks to the users using an algorithm. We purchase the stocks within our designated stock omnibus account and then allocate the shares to the accounts of eligible customers who are entitled to the free stock rewards.
We record the cost of acquiring the stock rewards as marketing and branding expenses within our statement of operations and comprehensive income (loss). At each reporting period, an estimated accrual for unsettled stock award is recorded as a liability with corresponding accrued marketing expense. Any changes to the fair value of the stock award from the accrual to the time the security is transferred to the customer’s account is recorded as marketing expense. 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. For the three months ended June 30, 2026 and 2025, we classified $11.9 million and $4.7 million, respectively, of promotional expenses as a reduction to handling charge income. For the six months ended June 30, 2026 and 2025, we classified $24.5 million and $7.5 million, respectively, in promotional expenses as a reduction to handling charge income. We classified for the six months ended June 30, 2026 and 2025 $1.5 million and $0.4 million, respectively, of such costs as a reduction to other revenues; and for the three months ended June 30 2026 and 2025, we classified $0.5 million and $0.4 million, respectively, of such costs as a reduction to other revenues.
Our marketing and branding expenses also include the compensation to our referral partners. Our referral partners are opinion leaders and other third-party organizations/forums, generally influential individuals, who primarily utilize social media to express views and values, demonstrate professional competence, and maintain a network of followers. We compensate our referral partners for each new user that uses the referral partner’s event-specific link to open and fund a Webull brokerage account with a minimum deposit amount, the total compensation for whom depends on the size of the referral partners’ network of followers and the effect of the marketing activities. We primarily compensate our referral partners by transferring free stocks into their Webull accounts, which are recorded as our costs of free stock promotions, and to a much lesser extent, cash, which is recorded as our advertising and promotion costs. For the three months ended June 30, 2026 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 $3.8 million and $1.4 million, respectively. For the six months ended June 30, 2026 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 $6.5 million and $4.2 million, respectively.
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. The following table sets forth the components of our general and administrative expenses for the periods presented:
| For the Three Months Ended June, 30 |
For the Six Months Ended June, 30 |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Employee compensation and benefits | 34,526 | 38,058 | 67,319 | 61,045 | ||||||||||||
| Compliance fees | 2,727 | 1,825 | 4,975 | 3,320 | ||||||||||||
| Office related | 7,804 | 5,806 | 15,092 | 11,134 | ||||||||||||
| Professional services | 4,133 | 3,324 | 10,758 | 5,776 | ||||||||||||
| Depreciation and amortization | 948 | 1,371 | 1,880 | 2,154 | ||||||||||||
| Other | 1,686 | 593 | 2,441 | 1,169 | ||||||||||||
| Total | 51,824 | 50,977 | 102,465 | 84,598 | ||||||||||||
11
Taxation
Cayman Islands
We are an exempted company incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to tax on income or capital gains, and the Cayman Islands currently has no form of estate duty, inheritance tax or gift tax. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands currently does not impose withholding tax on dividend payments.
United States
Our subsidiaries located in the United States are subject to a federal income tax rate of 21% for domestic taxable income earned.
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%.
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.
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 operating expenses, excluding share-based compensation expenses. Adjusted operating profit represents income before income taxes, excluding share-based compensation expenses, one-time transactions, and other expense, net. Adjusted net income represents net income attributable to the Company, excluding share-based, foreign currency transaction gains and losses, and one-time transactions.
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 before income taxes, and net income attributable to the Company. 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.
Adjusted operating expenses, adjusted operating profit 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. Investors are encouraged to review the historical non-GAAP financial measures to the most directly comparable GAAP measures. Adjusted operating expenses, Adjusted operating profit 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. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.
12
The table below sets forth a reconciliation of our adjusted operating expenses to our operating expenses.
| For the Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Total operating expenses (GAAP) | 153,376 | 135,219 | 315,683 | 232,001 | ||||||||||||
| Less: Share-based compensation | 17,135 | 26,969 | 34,337 | 35,038 | ||||||||||||
| Adjusted operating expenses (Non-GAAP) | 136,241 | 108,250 | 281,346 | 196,963 | ||||||||||||
The table below sets forth a reconciliation of our adjusted operating profit to income before income taxes.
| For the Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Income (loss) before income taxes (GAAP) | 34,687 | (21,385 | ) | 21,876 | (1,888 | ) | ||||||||||
| Add: Other expense, net | 10,768 | 17,660 | 21,201 | 18,749 | ||||||||||||
| Add: Share-based compensation | 17,135 | 26,969 | 34,337 | 35,038 | ||||||||||||
| Adjusted operating profit (Non-GAAP) | 62,590 | 23,244 | 77,414 | 51,899 | ||||||||||||
The table below sets forth a reconciliation of our adjusted net income to net income (loss) attributable to the Company for the periods indicated.
| For the Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Net income (loss) attributable to the Company (GAAP) | 24,364 | (28,274 | ) | 2,642 | (15,188 | ) | ||||||||||
| Add: Share-based compensation | 17,135 | 26,969 | 34,337 | 35,038 | ||||||||||||
| Add: Deferred tax impact of officer stock compensation and other items | (2,192 | ) | - | 5,846 | - | |||||||||||
| Add: Foreign currency transaction losses | 3,855 | 5,740 | 9,573 | 5,844 | ||||||||||||
| One-time transaction: | ||||||||||||||||
| Add: Equity offering costs | - | 10,977 | - | 10,977 | ||||||||||||
| Adjusted net income (Non-GAAP) | 43,162 | 15,412 | 52,398 | 36,671 | ||||||||||||
13
Results of Operations
The following table sets forth a summary of our consolidated results of operations for the three and six month periods ended June 30, 2026 and 2025. This information should be read together with our condensed consolidated interim financial statements and related notes. The results of operations in any period are not necessarily indicative of our future trends.
| For the Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| Revenues | ||||||||||||||||
| Equity and option order flow rebates | 112,962 | 68,689 | 197,355 | 132,800 | ||||||||||||
| Interest related income | 42,752 | 36,287 | 82,803 | 67,427 | ||||||||||||
| Handling charge income | 34,780 | 20,106 | 61,193 | 37,653 | ||||||||||||
| Other revenues | 8,337 | 6,412 | 17,408 | 10,982 | ||||||||||||
| Total revenues | 198,831 | 131,494 | 358,759 | 248,862 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Brokerage and transaction | 44,349 | 34,801 | 82,742 | 58,046 | ||||||||||||
| Technology and development | 22,157 | 19,140 | 46,018 | 36,065 | ||||||||||||
| Marketing and branding | 35,046 | 30,301 | 84,458 | 53,292 | ||||||||||||
| General and administrative | 51,824 | 50,977 | 102,465 | 84,598 | ||||||||||||
| Total operating expenses | 153,376 | 135,219 | 315,683 | 232,001 | ||||||||||||
| Other expense, net | 10,769 | 17,660 | 21,200 | 18,749 | ||||||||||||
| Income (loss) before income taxes | 34,686 | (21,385 | ) | 21,876 | (1,888 | ) | ||||||||||
| Provision for income taxes | 10,343 | 7,000 | 19,270 | 13,558 | ||||||||||||
| Net income (loss) | 24,343 | (28,385 | ) | 2,606 | (15,446 | ) | ||||||||||
| Less net loss attributable to noncontrolling interest | (21 | ) | (111 | ) | (36 | ) | (258 | ) | ||||||||
| Net income (loss) attributable to the Company | 24,364 | (28,274 | ) | 2,642 | (15,188 | ) | ||||||||||
| Preferred shares redemption value accretion | - | - | - | (21,703 | ) | |||||||||||
| Fair value of ordinary shares issued to preferred shareholders | - | (513,081 | ) | - | (513,081 | ) | ||||||||||
| Fair value of ordinary share warrants issued to preferred shareholders | - | (15,600 | ) | - | (15,600 | ) | ||||||||||
| Excess carrying value of preferred shares repurchased | - | 38,094 | - | 38,094 | ||||||||||||
| Net income (loss) attributable to ordinary shareholders | 24,364 | (518,861 | ) | 2,642 | (527,478 | ) | ||||||||||
Note:
| (1) | Share-based compensation expenses were allocated in operating expenses as follows: |
| For the Three Months Ended June, 30 | For the Six Months Ended June, 30 | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| (in thousands) | ||||||||||||||||
| General and administrative | 15,072 | 24,802 | 27,894 | 31,062 | ||||||||||||
| Technology and development | 1,583 | 1,586 | 5,709 | 3,085 | ||||||||||||
| Marketing and branding | 480 | 581 | 734 | 891 | ||||||||||||
| Total | 17,135 | 26,969 | 34,337 | 35,038 | ||||||||||||
14
Comparison of the Three Months Ended June 30, 2026 and 2025
Revenues
Our total revenues increased by $67.3 million from $131.5 million for the three months ended June 30, 2025 to $198.8 million for the three months ended June 30, 2026, primarily due to increases in option order flow rebates, equity order flow rebates, margin financing interest, client bank deposit interest, corporate bank interest, handling charge income, and other income of $30.4 million, $13.9 million, $4.3 million, $2.9 million, $2.2 million, $14.7 million, and $1.9 million, respectively, which was partially offset by decrease in stock lending interest of $2.8 million. A significant factor in this increase was the elimination of the pattern day trader rule on June 4, 2026, following which we have seen significant increases in our option and equity trading volumes and margin loan balances. The reasons for the changes in our revenue categories are discussed below:
Option order flow rebates. Our option order flow rebates increased $30.4 million for the three months ended June 30, 2026 as compared to the same prior year period as a result of an increase of 86 million option contracts traded between the periods.
Equity order flow rebates. Our equity order flow rebates increased $13.9 million during the three months ended June 30, 2026 as compared to the same prior year period as a result of an increase of $118 billion in equity trading notional value between the periods.
Stock lending income. Our stock lending income decreased $2.8 million for the three months ended June 30, 2026 as compared to the same prior year period. The income from our stock lending program can be volatile as well as difficult to predict as rates earned on securities lending are impacted by overall market conditions which significantly influence the general demand for borrowing stock. Also, hard to borrow stocks can cause volatility in the rate earned between periods.
Margin finance interest. Our margin finance interest increased $4.3 million during the three months ended June 30, 2026 as compared to the same prior year period, despite a decrease in the effective federal funds rate between the periods which impacts the rates we charge on our margin loans, primarily due to a higher average margin loan balances. Since the elimination of the pattern day trader rule on June 4, 2026, we have seen an increase in our margin loan balances.
Client bank deposit interest. Our interest income on customer bank deposits increased $2.9 million during the three months ended June 30, 2026 as compared to the same prior year period, primarily as result of higher average client cash balances.
Corporate bank deposit interest. Our interest income on our corporate bank deposits increased $2.2 million during the three months ended June 30, 2026 as compared to the same prior year period, primarily as result of our higher average corporate cash balances between the periods.
Handling Charge Income. Our handling charge income consists of options related trading fees and other platform trading fees. Our handling charge income increased $14.7 million after the offset of $7.2 million in incremental marketing expenses recorded as contra revenue, for the three months ended June 30, 2026 as compared to the same prior year period. The increase is mainly attributable to growth in our other platform trading fees, specifically increases in our U.S. futures and prediction markets products and growth of certain of our international broker dealers.
Other revenues. Other revenues increased $1.9 million during the three months ended June 30, 2026 as compared to the same prior year period, primarily due growth in syndicate fees and non-trading related rebates we receive from our banking partner.
Operating expenses
Our total operating expenses increased by $18.2 million from $135.2 million for the three months ended June 30, 2025 to $153.4 million for the current year period, primarily due to increases in brokerage and transaction expenses, technology and development expenses, general and administrative expenses of $9.5 million, $3.0 million, $4.7 million. The reasons for the changes are discussed below:
15
Brokerage and transaction. Our brokerage and transaction expenses increased by $9.5 million between the three months ended June 30, 2026 and same prior year period, primarily consisting of (i) a $6.4 million and $1.8 million increase in clearing and operation expenses and handling charge expense, respectively, as a result of increased securities trading between the periods; and (ii) a $1.3 million increase in our market and data fees as a result of growth in our platform user base and launching in new markets.
Technology and development. Our technology and development expenses increased by $3.0 million between the three months ended June 30, 2026 and the same prior year period due to higher technology personnel costs as a result our efforts to grow existing markets through product development and support markets where we more recently launched.
Marketing and branding. Our marketing and branding expenses increased by $4.7 million between the three months ended June 30, 2026 and the same prior year period, primarily due to an increase of $10.3 million in advertising and promotions offset by the decrease of $4.1 million in free stock promotions. The decrease in free stock promotions was due to our efforts to grow the number of our client accounts utilizing more cost-effective customer acquisition advertising and promotions.
General and administrative. Our general and administrative expenses increased by $0.8 million between the three months ended June 30, 2026 and the same prior year period, primarily due to a $9.7 million decrease in stock compensation expense, offset by an increase in employee compensation and benefits (exclusive of stock compensation) of $6.2 million, an increase of $0.9 million in compliance fees, and an increase of $2 million in office related expenses. The decrease in stock compensation was due to less immediately vested issuances of restricted share awards coupled with a lower fair value between the periods. The increases in employee compensation, exclusive of stock compensation, compliance fees and office related expenses were due to growth in our global operations.
Other expense, net. Our other expense, net decreased $6.9 million for the three months ended June 30, 2026 as compared to the same prior year period, primarily because of less foreign currency exchange loss of $1.9 million and a one-time expensing of $10.9 million of equity offering costs during the three months ended June 30, 2025, offset by a $5.2 million impairment loss on goodwill that was recognized during the three months ended June 30, 2026.
Income before income taxes
As a result of the foregoing, we had income before income taxes of $34.7 million for the three months ended June 30, 2026 as compared to a net loss of $21.4 million for the three months ended June 30, 2025, an increase of $56.1 million.
Provision for income taxes
Our provision for income taxes increased $3.3 million for the three months ended June 30, 2026 as compared to the same prior year period, because of increased profitability of our operations in certain taxable foreign jurisdictions.
Net income
As a result of the foregoing, we had net income of $24.3 million for the three months ended June 30, 2026 as compared to a net loss of $28.4 million for the three months ended June 30, 2025, an increase of $52.7 million.
16
Net loss attributable to noncontrolling interest
We own a 95.1% controlling financial interest in PT Webull Sekuritas Indonesia; and, therefore, we consolidate the results of PT Webull Sekuritas Indonesia and recognize a noncontrolling interest for the portion of equity interest we do not own. For the three months ended June 30, 2026, the net loss attributable to noncontrolling interest was $21.0 thousand as compared to $110.9 thousand for the three months ended June 30, 2025.
Net income attributable to the Company
After excluding the net loss attributable to our noncontrolling interest, our net income attributable to the Company was $24.4 million for the three months ended June 30, 2026 as compared to a net loss attributable to the Company of $28.3 million for the three months ended June 30, 2025, an increase $52.6 million.
Net income attributable to ordinary shareholders
Our net income attributable to ordinary shareholders increased $543.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 as a result of (i) our net income attributable to the Company increasing $52.6 million as growth in revenues outpaced expenses which led to the company recognizing net income attributable to ordinary shareholders for the three months ended June 30, 2026 as compared to a net loss attributable to ordinary shareholders for the three months ended June 30, 2025; and (ii) non-recurring business combination transactions that occurred during the three months ended June 30, 2025, such as (i) the recognition of $513.1 million in fair value of ordinary shares issued to certain preferred shareholders; (ii) the recognition of $15.6 million in fair value of ordinary share warrants issued to certain preferred shareholders, offset by a $38.1 million return to equity of the excess carrying value of preferred shares repurchased.
Comparison of the Six Months Ended June 30, 2026 and 2025
Revenues
Our total revenues increased by $109.9 million from $248.9 million for the six months ended June 30, 2025 to $358.8 million for the six months ended June 30, 2026, primarily due to increases in option order flow rebates, equity order flow rebates, margin financing interest, client bank deposit interest, corporate bank interest, handling charge income, and other income of $42.8 million, $21.7 million, $7.3 million, $7.5 million, $5.0 million, $23.5 million, and $6.4 million, respectively, which was partially offset by a decrease in stock lending interest of $4.3 million. A significant factor in this increase was the elimination of the pattern day trader rule on June 4, 2026, following which we have seen significant increases in our option and equity trading volumes and margin loan balances. The reasons for the changes in our revenue categories are discussed below:
Option order flow rebates. Our option order flow rebates increased $42.8 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 as a result of an increase of 124 million option contracts traded between the periods.
Equity order flow rebates. Our equity order flow rebates increased $21.7 million during the six months ended June 30, 2026 as compared to the same prior year period as a result of an increase in equity trading notional value between the periods of $251 billion.
Stock lending income. Our stock lending income decreased $4.3 million for the six months ended June 30, 2026 as compared to the same prior year period. The income from our stock lending program can be volatile as well as difficult to predict as rates earned on securities lending are impacted by overall market conditions which significantly influence the general demand for borrowing stock. Also, hard to borrow stocks can cause volatility in the rate earned between periods.
Margin finance interest. Our margin finance interest increased $7.3 million during the six months ended June 30, 2026 as compared to the same prior year period despite a decrease in the effective federal funds rate between the periods which impacts the rates we charge on our margin loans, primarily due to a higher average margin loan balances. Since the elimination of the pattern day trader rule on June 4, 2026, we have seen an increase in our margin loan balances.
Client bank deposit interest. Our interest income on customer bank deposits increased $7.5 million during the six months ended June 30, 2026 as compared to the same prior year period, primarily as result of higher average client cash balances.
17
Corporate bank deposit interest. Our interest income on our corporate bank deposits increased $5.0 million during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily as result of our higher average corporate cash balances between the periods.
Handling Charge Income. Our handling charge income consists of options related trading fees and other platform trading fees. Our handling charge income increased $23.5 million, after the offset of $17.1 million in incremental marketing expenses recorded as contra revenue, for the six months ended June 30, 2026 as compared to the same prior year period. The increase in handling charge income is mainly attributable to growth in our other platform trading fees, specifically increases in our U.S. futures and prediction markets products and growth in certain of our international broker dealers.
Other revenues. Other revenues increased $6.4 million between the six months ended June 30, 2026 as compared to the same prior year period, primarily due (i) an increase in non-trading rebates of $3.2 million which we earn from our banking partner, (ii) growth in our syndicate fees of $1.1 million, and (iii) an increase of $0.8 million in foreign exchange fees we charge platform users.
Operating expenses
Our total operating expenses increased by $83.7 million during the six months ended June 30, 2026 as compared to the same prior year period, primarily due to increases in brokerage and transaction expenses, technology and development expenses, marketing and branding, and general and administrative expenses of $24.7 million, $9.9 million, $31.2 million, and $17.9 million, respectively. The reasons for the changes are discussed below:
Brokerage and transaction. Our brokerage and transaction expenses increased by $24.7 million between the six months ended June 30, 2026 and same prior year period, primarily consisting of (i) an $16.7 million increase in clearing and operation expenses as a result of increased securities trading between the periods; (ii) a $5.5 million increase in handling charges, of which $2.5 million relate to fees incurred on our platform users’ debit card deposit transactions and $2.8 million of increased regulatory fees due to increased securities trading between the periods; and a $2.5 million increase in our market and data fees as a result of growth in our platform user base and launching in new markets.
Technology and development. Our technology and development expenses increased by $9.9 million between the six months ended June 30, 2026 and the same prior year period. The increase is mainly due to higher technology personnel costs of $7.9 million, of which $2.6 million represents increased stock compensation, and higher cloud services fees of $1.7 million as a result our efforts to grow existing markets through product development as well as support markets where we recently launched.
Marketing and branding. Our marketing and branding expenses increased by $31.2 million from $53.3 million for the six months ended June 30, 2025 to $84.5 million for the six months ended June 30, 2026, primarily reflecting an increase of $33.8 million in advertising and promotions offset by a decrease of $2.0 million in free stock promotions. The increase in advertising and promotions expenses was due our efforts to grow the number of our client accounts, and the decrease in free stock promotions was due to us utilizing more cost-effective customer acquisition promotions and advertising.
General and administrative. Our general and administrative expenses increased by $17.9 million between the six months ended June 30, 2026 and the same prior year period, primarily due to increases in employee compensation and benefits, compliance fees, office related expenses, professional fees and other general operating expenses of $6.3 million, $1.7 million, $4.0 million, $5.0 million, and $1.3 million, respectively, as a result of growth in our global operations.
Other expense, net. Our other expense, net increased $2.5 million for the six months ended June 30, 2026 as compared to the same prior year period, primarily because of (i) a $3.7 million increase in foreign currency exchange loss; (ii) the recognition of a $5.2 million impairment loss on goodwill; (iii) a $2.0 million increase in interest expense, as our unsecured promissory notes were outstanding for a longer period during the six months ended June 30, 2026 along with a higher effective interest rate between the periods, and (iv) a $2.5 million increase in other expenses, offset by the one-time expensing of $10.9 million of equity offering costs during the six months ended June 30, 2026.
18
Income before income taxes
As a result of the foregoing, our income before income taxes increased $23.8 million for the six months ended June 30, 2026 as compared to the same prior year period.
Provision for income taxes
Our provision for income taxes increased $5.7 million for the six months ended June 30, 2026 as compared to the same prior year period, because of increased profitability of our operations in certain foreign taxable jurisdictions.
Net Income
As a result of the foregoing, we had net income of $2.6 million for the six months ended June 30, 2026 as compared to a net loss of $15.4 for the six months ended June 30, 2025, representing an increase of $18.1 million.
Net loss attributable to noncontrolling interest
We own 95.1% controlling financial interest in PT Webull Sekuritas Indonesia; and, therefore, we consolidate the results of PT Webull Sekuritas Indonesia and recognize a noncontrolling interest for the portion of equity interest we do not own. For the six months ended June 30, 2026, the net loss attributable to noncontrolling interest was $36.1 thousand as compared to $257.6 thousand for the six months ended June 30, 2025.
Net income attributable to the Company
After excluding the net loss attributable to our noncontrolling interest, our net income attributable to the Company was $2.6 million for the six months ended June 30, 2026 as compared to a net loss attributable to the Company of $15.2 for the six months ended June 30, 2025, representing an increase of $17.8 million.
Net income attributable to ordinary shareholders
Our net income attributable to ordinary shareholders increased $530.1 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025 as a result of (i) our net income attributable to the Company increasing $17.8 million as growth in revenues outpaced expenses which led to the company recognizing net income attributable to ordinary shareholders of $2.6 million for the six months ended June 30, 2026 as compared to a net loss attributable to ordinary shareholders of $15.2 million for the six months ended June 30, 2025; and (ii) non-recurring business combination transactions that occurred during the six months ended June 30, 2025, such as (i) the recognition of $513.1 million in fair value of ordinary shares issued to certain preferred shareholders; (ii) the recognition of $15.6 million in fair value of ordinary share warrants issued to certain preferred shareholders, offset by a $38.1 million return to equity of the excess carrying value of preferred shares repurchased; and (ii) a $21.7 million reduction in preferred shares redemption value accretion as our preferred shares converted into ordinary shares.
Liquidity and Capital Resources
As of June 30, 2026, we had cash and cash equivalents of $701.6. Our cash and cash equivalents represent demand deposits held at banks which are unrestricted as to withdrawal or use and highly liquid investments with original maturities of less than 90 days.
We have a syndicated revolving credit agreement (“Syndicated Loan”) for an amount up to $200 million whereby we can borrow solely to finance withdrawals from our US broker dealer subsidiary’s reserve account that is maintained for the exclusive benefit of our customers in accordance with Rule 15c3-3 of the SEC. We are unable to use the Syndicated Loan for general corporate purposes. As of June 30, 2026, we had no outstanding principal under the Syndicated Loan. See Note 18 – Revolving Credit Agreement to our interim financial statements for more details on the Syndicated Loan.
Our technology support and development subsidiary locate outside of the US has a credit facility agreement (the “Credit Facility”) with a major commercial bank for an aggregate borrowing amount of RMB 200 million, or the equivalent of $29,474,615, for funding the construction of our future technology center. As of June 30, 2026, we had principal outstanding of $17.6 million under the Credit Facility. See Note 18 – Revolving Credit Agreement to our interim financial statements for more details on the Credit Facility.
We have outstanding unsecured promissory notes with an aggregate principal amount of $50 million as of June 30, 2026.
19
In July 2025, we entered into a standby equity purchase agreement (the “SEPA”) with an accredited investor for an aggregate subscription amount of up to $1 billion in Class A ordinary shares. Effective April 6, 2026, we terminated the SEPA. Prior to the termination, we received proceeds of $172.7 million from the sale of 11.5 million Class A ordinary shares.
As of June 30, 2026, we have 9.7 million warrants outstanding with an exercise of price of $11.50 that are exercisable. In the event the holders of these warrants exercise their rights, we could receive proceeds up to $111.6 million. See Note 8 – Warrants to our interim financial statements for more details on our outstanding warrants.
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 may decide to enhance our liquidity position or increase our cash reserve for future investments through equity and debt funding in addition to the sources discussed above. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of additional indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
The following table sets forth a summary of our cash flows for the periods presented:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| $ | $ | |||||||
| (in thousands) | ||||||||
| Selected consolidated cash flow data: | ||||||||
| Net cash (used in) provided by operating activities | (250,902 | ) | 272,062 | |||||
| Net cash used in investing activities | (6,754 | ) | (1,402 | ) | ||||
| Net cash (used in) provided by financing activities | (17,777 | ) | 177,053 | |||||
| Net (decrease) increase in cash, cash equivalents and segregated cash | (275,433 | ) | 447,713 | |||||
| Effect of exchange rate changes | 10,815 | 9,523 | ||||||
| Cash, cash equivalents and segregated cash at beginning of the period | 2,190,308 | 1,209,960 | ||||||
| Cash, cash equivalents and segregated cash at end of the period | 1,925,690 | 1,667,196 | ||||||
Cash flows from operating activities
Net cash used in operating activities for the six months ended June 30, 2026 was $250.9 million, as compared to net income of $2.6 million for the six months ended June 30, 2026. The decrease in cash provided by operating activities is primarily related to the increases in our customers’ margin loans we carry on our balance sheet and reserve deposits held at our clearing partner, offset by the increase in our payables due to customers from our non-U.S broker dealers.
Net cash provided by operating activities for the six months ended June 30, 2025 was $272.1 million, as compared to net loss of $15.4 million for the six months ended June 30, 2025. The increase in cash provided by operating activities is primarily related to the increase in our customers’ uninvested cash we carry on our balance sheet.
Cash flows from investing activities
Net cash used in investing activities for the six months ended June 30, 2026 was $6.7 million, consisting of purchases of property and equipment by our technology support and development subsidiary in connection with the construction of its future technology center.
Net cash used in investing activities for the six months ended June 30, 2025 was $1.4 million, consisting of purchases of property and equipment of $0.4 million and an investment of $1 million made in a limited liability company.
Cash flows from financing activities
Net cash used in financing activities for the six months ended June 30, 2026 was $17.8 million, primarily due to (i) the prepayment of a $10 million written put, (ii) the principal payment of $15.0 million on our unsecured promissory notes, and (iii) repurchase of our Class A ordinary shares of $10.8 million, offset by $17.5 million of proceeds from borrowing under our Credit Facility.
Net cash provided by financing activities for the six months ended June 30, 2025 was $177.1 million, which represents proceeds from the exercise of 20.3 million of our warrants.
20
Regulatory capital requirements
Webull Financial and Webull Securities US, our U.S. subsidiaries that are broker-dealers registered with the SEC, are subject to SEC Rule 15c3-1 of the Exchange Act which sets minimum net capital maintenance requirements. Webull Futures, our U.S. subsidiary licensed with the CFTC, is subject to CFTC Regulation 1.17 which sets minimum net capital requirements. Webull Securities HK, our Hong Kong subsidiary that is a securities dealer registered under the HK SFC, is subject to the Securities and Futures (Financial Resources) Rules of Hong Kong, or the FRR, which sets minimum paid-up share capital and liquid capital maintenance requirements. Webull Securities (Japan) Co. Ltd., our subsidiary registered as a financial instruments business operator in Japan, is subject to minimum capital and net assets requirements. Webull Securities (Singapore) Pte. Ltd., our Singapore subsidiary that holds Capital Markets Services License from MAS, is subject to the Securities and Futures (Financial and Margin Requirements for Holders of Capital Markets Services Licenses) Regulations, which sets forth minimum base capital requirements. Webull Securities (Australia) Pty. Ltd., our Australia subsidiary that holds the Financial Service License from ASIC, is subject to the Regulatory Guide RG 166 which sets forth minimum base capital requirements. Webull Securities (Canada) Limited, a Canada subsidiary that holds broker-dealer registered with CIRO, is subject to Rule 15c3-1 of the Securities Exchange Act which sets minimum net capital maintenance requirements. Webull Securities (UK) Ltd, our UK subsidiary that is authorized and regulated by the Financial Conduct Authority, for the conduct of investment business, is subject to the minimum capital maintenance requirement from FCA. Webull Securities (Europe) B.V., our Netherlands subsidiary that is authorized and regulated by the Dutch financial markets regulator (“AMF”), is subject to minimum liquid cash requirements as set by the AMF. PT Webull Sekuritas Indonesia, our Indonesia subsidiary that holds Capital Markets Services License from OJK, sets minimum net capital maintenance requirements. Our subsidiary Webull Securities (Thailand) Co. Ltd. is subject to the capital requirements of the Securities and Exchange Commission, Thailand. Our subsidiary Webull Securities (Malaysia) Sdn Bhd. is subject to the shareholders’ funds requirement of the Securities Commission Malaysia.
The following tables set out a summary of the key regulatory requirements on minimum capital requirements which are applicable to our relevant operating entities:
| As of June 30, 2026 | ||||||||||||
| Net Capital | Net Capital Requirement | Excess Net Capital | ||||||||||
| ($ in thousands) | ||||||||||||
| Webull Financial LLC | 216,777 | 26,635 | 190,142 | |||||||||
| As of June 30, 2026 | ||||||||||
| Net Capital | Net Capital Requirement | Excess Net Capital | ||||||||
| ($ in thousands) | ||||||||||
| Webull Futures | 29,729 | 1,000 | 28,729 | |||||||
| As of June 30, 2026 | ||||||||||
| Net Capital | Net Capital Requirement | Excess Net Capital | ||||||||
| ($ in thousands) | ||||||||||
| Webull Securities US | 829 | 250 | 579 | |||||||
| As of June 30, 2026 | ||||||||||||
| Paid-up Capital | Paid-up Capital Requirement | Excess Paid-up Capital | ||||||||||
| (HK$ in thousands) | ||||||||||||
| Webull Securities HK | 546,448 | 10,000 | 536,448 | |||||||||
| As of June 30, 2026 | ||||||||||||
| Liquid Capital | Liquid Capital Requirement | Excess Liquid Capital | ||||||||||
| (HK$ in thousands) | ||||||||||||
| Webull Securities HK | 189,647 | 35,924 | 153,723 | |||||||||
| As of June 30, 2026 | ||||||||||||
| Base Capital | Base
Capital Requirement | Excess Base Capital | ||||||||||
| (SGD in thousands) | ||||||||||||
| Webull Securities (Singapore) Pte. Ltd | 66,672 | 5,000 | 61,672 | |||||||||
| As of June 30, 2026 | ||||||||||||
| Capital Stock | Capital Stock Requirement | Excess Capital Stock | ||||||||||
| (JPY in thousands) | ||||||||||||
| Webull Securities (Japan) Co., Ltd | 1,376,974 | 300,000 | 1,076,974 | |||||||||
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| As of June 30, 2026 | ||||||||||||
| Net Assets | Net Assets Requirement | Excess Net Assets | ||||||||||
| (JPY in thousands) | ||||||||||||
| Webull Securities (Japan) Co., Ltd | 3,283,477 | 500,000 | 2,783,477 | |||||||||
| As of June 30, 2026 | ||||||||||||
| Core Capital | Core Capital Requirement | Excess Capital Stock | ||||||||||
| (AUD in thousands) | ||||||||||||
| Webull Securities (Australia) Pty. Ltd. | 14,296 | 2,000 | 12,296 | |||||||||
| As of June 30, 2026 | ||||||||||||
| Net Tangible Assets | Net Tangible Asset Requirement | Excess Net Tangible Assets | ||||||||||
| (AUD in thousands) | ||||||||||||
| Webull Securities (Australia) Pty. Ltd. | 8,475 | 5,000 | 3,475 | |||||||||
| As of June 30, 2026 | ||||||||||||
| Risk Adjusted Capital | Risk Adjusted Capital Requirement | Excess Risk Adjusted Capital | ||||||||||
| (CAD in thousands) | ||||||||||||
| Webull Securities (Canada) Limited | 44,515 | 250 | 44,265 | |||||||||
| As of June 30, 2026 | ||||||||||||
| Liquid Cash | Liquid Cash Requirement | Excess Liquid Cash | ||||||||||
| (GBP in thousands) | ||||||||||||
| Webull Securities (UK) Ltd. | 7,493 | 1,392 | 6,101 | |||||||||
| As of June 30, 2026 | ||||||||||||
| Liquid Cash |
Liquid Cash Requirement |
Excess Liquid Cash |
||||||||||
| (EUR in thousands) | ||||||||||||
| Webull Securities (Europe) B.V. | 3,124 | 231 | 2,893 | |||||||||
| As of June 30, 2026 | ||||||||||||
| Net Adjusted Working Capital | Net Adjusted Working Capital Requirement | Excess Capital | ||||||||||
| (IDR in thousands) | ||||||||||||
| PT Webull Sekuritas Indonesia. | 39,163,919 | 25,000,000 | 14,163,919 | |||||||||
| As of June 30, 2025 | ||||||||||||
| Net Capital | Net Capital Requirement | Excess Net Capital | ||||||||||
| (THB in thousands) | ||||||||||||
| Webull Securities (Thailand) Co. Ltd. | 431,377 | 25,000 | 406,377 | |||||||||
| As of June 30, 2026 | ||||||||||||
| Shareholders Funds | Shareholders Funds Requirement | Excess Shareholders Funds | ||||||||||
| (MYR in thousands) | ||||||||||||
| Webull Securities (Malaysia) Sdn. Bhd. | 60,891 | 5,000 | 55,891 | |||||||||
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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.
As of June 30, 2026, each of our relevant operating entities was in compliance with its respective regulatory capital requirements.
Material Cash Requirement
Our material cash requirements as of June 30, 2026 primarily include our undiscounted operating lease payments, capital expenditures, repayment of our unsecured promissory notes and Credit Facility.
Our undiscounted operating lease payments consist of lease of offices under non-cancelable operating lease agreements, which will expire at various dates until August 2032. As of June 30, 2026, our undiscounted operating lease payments amounted to $12.6 million.
In late 2023, we procured a lease for the use of land in Changsha, China for the purpose of constructing a research and development center. The lease requires construction to be completed by December 31, 2026. We are currently in the construction stage and have estimated the total construction cost to be approximately CNY 350 million, or approximately $51.6 million. We expect to use a combination of cash and debt to finance the construction.
We have unsecured promissory notes with an aggregate principal amount of $50 million outstanding as of June 30, 2026. The principal balance of the promissory notes is due on April 10, 2027.
We have borrowed $17.6 million of principal under our Credit Facility as of June 30, 2026 with the most recent borrowing having a maturity date of June 30, 2027.
Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of June 30, 2026.
Off-Balance Sheet Commitments and Arrangements
In the ordinary course of its business, the Company may participate in securities offerings as an underwriter on a firm commitment basis. In a firm commitment underwriting, the Company agrees to purchase securities from an issuer and subsequently distribute those securities to investors. The Company is exposed to market and other risks during the period between its commitment to purchase the securities and the completion of the offering and sale of the securities to investors. The Company’s exposure principally relates to the risk that the securities cannot be distributed at the anticipated price or within the expected timeframe, which could result in losses or require the Company to hold the securities as inventory for an extended period. The Company manages these risks through underwriting limits, transaction-specific due diligence and risk assessments. As of June 30, 2026, the Company had no outstanding firm commitment underwriting exposures or commitments to purchase securities in connection with firm commitment underwriting arrangements.
To date, the Company has not been required to purchase any securities pursuant to a firm commitment underwriting arrangement, and the Company has not incurred any losses in connection with its firm commitment underwriting activities. Accordingly, the Company has not historically experienced losses arising from its exposure to securities subject to firm commitment underwriting arrangements.
We do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. 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.
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Internal Control Over Financial Reporting
Webull is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, Webull is be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, an exemption from the provisions of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requiring that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting and reduced disclosure obligations regarding executive compensation. If some investors find Webull’s securities less attractive as a result, there may be a less active trading market for Webull’s securities and the prices of Webull’s securities may be more volatile.
The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Pursuant to the JOBS Act, Webull has elected to take advantage of the benefits of this extended transition period for complying with new or revised accounting standards as required when they are adopted for public companies. As a result, Webull’s operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.
We will cease to qualify as an “emerging growth company” as of December 31, 2026. Accordingly, our annual report on Form 20-F for the fiscal year ending December 31, 2026, including the audited consolidated financial statements included therein, will be the first annual report for which we will not be entitled to rely on the exemptions and reduced reporting requirements available to emerging growth companies, including the exemption from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.
There has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Quantitative and Qualitative Disclosures about Market Risk
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. Changes in foreign exchange rates between the U.S. dollar and the functional currencies of our non-U.S. subsidiaries may result in material foreign currency translation gains and/or losses that are accounted for as an item of other comprehensive income within our statement of operations and other comprehensive loss.
We also enter into transactions that result in monetary assets and liabilities that are denominated in a foreign currency. These transactions are remeasured each reporting period and may result in material foreign currency exchange gains and/or losses depending on changes in the applicable foreign exchange rate.
Our cash accounts at financial institutions are mainly held in U.S. dollar denominated accounts to limit foreign currency risk. As of June 30, 2026 and December 31, 2025, 86% and 90% of our total cash balances were held in U.S. dollar denominated accounts, respectively.
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Market-Related Credit Risk
We are exposed to market and credit risk primarily through customer margin activities. Changes in market conditions may affect the value of securities collateralizing margin receivables and, therefore, our exposure to customer credit risk. We monitor customer accounts and collateral levels on an ongoing basis and may require customers to deposit additional collateral or reduce positions in response to market movements or changes in risk profiles. Periods of heightened market volatility may increase the likelihood of margin deficiencies and the need for additional risk management actions.
We do not engage in securities lending or borrowing activities. Our only securities lending exposure arises from customer participation in a fully-paid securities lending program administered by our clearing broker, Apex Clearing Corporation (“Apex”). Under this program, Apex acts as the lending agent and is responsible for borrower selection, collateralization, and the daily management of lending activity, including marking positions to market and maintaining collateral levels.
As a result, we do not control the key risk management functions associated with securities lending, including counterparty approval and collateral management. While this structure limits our direct exposure to securities lending-related credit risk, our reliance on Apex introduces operational and counterparty considerations. Any failure by Apex to effectively manage the program or perform its obligations could adversely affect customer accounts and, in turn, our business, results of operations, and reputation.
Credit risk
We engage in various investment and brokerage activities in which the counterparties primarily include broker-dealers, banks, and other financial institutions. In the event counterparties do not fulfill their obligations, we may be exposed to risk. 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. Financial institutions in the U.S. and Hong Kong hold 63% and 14%, respectively, of our total cash as of June 30, 2026. 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. We are subject to credit risk to the extent any financial institution we use is unable to fulfill their contractual obligations. We have not experienced any losses in such accounts, and we believe that we have placed our cash on deposit with financial institutions which are financially stable. We do not believe we are subject to any significant credit risk.
Concentration risks
Concentration of Revenue
Of the counterparties with whom we conduct business, there were two counterparties who each made up 10% or more of our revenues for the six months ended June 30, 2026. Their revenue percentages were 19% and 11%.
For the six months ended June 30, 2025, we had four counterparties who each made up 10% or more of our revenues. Their revenue percentages were 18%, 16%, 11% and 11%.
Concentration of Receivables
As of June 30, 2026, we had one counterparties with current, outstanding receivable balances of 10% or more of our receivables from brokers, dealers, and clearing organization representing 75% of such receivables.
As of December 31, 2025, we had two counterparty with current, outstanding receivable balances exceeding 10% of our receivables from brokers, dealers, and clearing organization representing 73% and 17%, respectively, of such receivables.
Concentration of Execution and Clearing
We rely on third parties for the execution and clearing of trades requested by customers. 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.
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Research and Development
Our research and development costs mainly consist of employee salaries and share-based compensation and are classified within our technology and development expense categories. Our research and development costs are expensed when incurred.
Critical Accounting Estimates
Use of estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported revenues and expenses during the reporting period and accompanying notes. Making estimates requires management to exercise significant judgment. It is reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the future due to one or more future confirming events.
Such estimates reflected in our consolidated financial statements include, but are not limited to, the fair value of share-based compensation expense, depreciable lives of property and equipment, useful lives of intangible assets, purchase price allocation for business combinations, allowances for expected credit losses, loss contingency accruals, present value of lease liabilities, and provision for income tax, including unrecognized tax benefits and deferred tax asset valuation allowances. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable. 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. In accordance with ASC 805, Business Combinations, the value of the consideration paid in an asset acquisition is allocated to the individual assets acquired or liabilities assumed based on their relative fair values with no resulting goodwill.
Business Combinations
We account for acquisitions of entities or asset groups that qualify as businesses in accordance with ASC 805, Business Combinations. The purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations and comprehensive income.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination and is allocated to reporting units expected to benefit from the business combination. We test goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. In testing for goodwill impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if we conclude otherwise, we proceed to a quantitative assessment.
The quantitative assessment compares the estimated fair value of a reporting unit to its book value, including goodwill. If the fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. 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 June 30, 2026, we performed a qualitative assessment of our goodwill carried by multiple reporting units. Based upon our assessments, we noted one reporting unit had factors that indicated its goodwill was more than likely impaired; and, therefore, we performed the quantitative assessment for the reporting unit. As a result of our quantitative assessment, we determined the full value of the goodwill was impaired. Accordingly, we recognized an impairment loss on goodwill of $5.2 million for the six months ended June 30, 2026.
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Income taxes
Our income tax expense is an estimate of current income taxes payable in the current fiscal year based on reported income before income taxes. 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.
We account for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the use of the asset and liability method, which requires recognition of deferred income tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements, but have not been reflected in our taxable income. Deferred tax assets are evaluated for future realization and reduced by a valuation allowance to the extent we believe that they will not be realized. We consider many factors when assessing the likelihood of future realization of our deferred tax assets including, but not limited to, historical cumulative loss experience and expectations of future earnings, tax planning strategies, and the carry-forward periods available for tax reporting purposes. Our judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, our tax provision would increase or decrease in the period in which the assessment is changed.
We recognize a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized. We account for uncertain tax positions, including net interest and penalties, as a component of income tax expense or benefit. We make adjustments to these uncertain tax positions in accordance with applicable income tax guidance and based on changes in facts and circumstances. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact to our consolidated financial statements and operating results.
Revenue Recognition
We utilize the guidance of ASC 606, Revenue from Contracts with Customers to identify our customers for purposes of revenue recognition and accounting for consideration payable to customers. We have determined that our market makers are customers as we route our platform users’ trading orders to market makers in an agency capacity, as we do not buy or resell securities from or to platform users or market makers, in return for the market makers’ payments for order flow. In limited circumstances, we charge trading fees to our platform users; and, therefore, we have determined that (i) our platform users who pay us index option fees, large order option fees, futures contract commissions, fixed income execution fees, or subscription fees to our Webull Premium service and (ii) our international platform users who pay trading commissions are considered customers under ASC 606.
We recognize revenue from contracts with customers when we satisfy our performance obligations by transferring the promised services to our customers. A service is transferred to a customer when the customer obtains control of that service. A performance obligation may be satisfied at a point in time or over time. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that we determine the customer obtains control over the promised service. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer. The amount of revenue recognized reflects the consideration we expect to receive in exchange for those promised services (i.e., the “Transaction Price”). In the event we have consideration payable to a customer, we account for consideration payable as a reduction to the Transaction Price when (i) the payment is not in exchange for a distinct good or service or (ii) the fair value of the consideration payable to the customer exceeds the fair value of the distinct good or service received from the customer in which case the excess fair value is accounted as a reduction to the Transaction Price. Our revenues from contracts with customers are recognized when the performance obligations are satisfied at an amount that reflects the consideration expected to be received in exchange for such services. Most of our performance obligations are satisfied at a point in time upon the successful execution of a platform user’s trade order.
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No significant judgement is required to assess the timing of satisfaction of our performance obligations, the Transaction Price or the amounts allocated to distinct performance obligations. The payment terms with our customers do not give rise to a significant financing component as the period between when we satisfy our performance obligations and when our customers are required to pay is one year or less. Our revenue does not include any variable consideration.
Consideration Payable to Customers
We offer marketing promotions to our platform users that are intended to increase the amount of platform users’ assets on the Company’s platform by incentivizing platform users to deposit more cash or transfer securities from other third-party brokerages into their Webull brokerage account in return for a promotional payment in cash or shares. These promotions are not linked to any historical trading activity and do not require future trading activity on the part of the platform user. Once the platform user completes the specific action, the platform user has then earned the promotional payment and there is no further requirement on the part of the platform user. For our platform users who are not determined to be customers, we account for these promotional payments as marketing and branding expense. However, with respect to our platform users that have been determined to be customers under ASC 606, we have determined that we are not receiving a distinct good or service for these promotional payments; and, accordingly, we account for the consideration payable as a reduction in revenue.
We classified $11.9 million and $4.7 million, of promotional expenses as a reduction to handling charge income for the three months ended June 30, 2026 and 2025, respectively. We classified $24.5 million and $7.5 million, in promotional expenses as a reduction to handling charge income for the six months ended June 30, 2026 and 2025, respectively. We classified $0.4 million and $0.5 million of such costs as a reduction to other revenues for the three and six months ended June 30, 2026. We classified $1.5 million and $0.4 million of such costs as a reduction to other revenues for the six months ended June 30, 2026.
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 outstanding awards were determined to be equity awards and are classified as such as of June 30, 2026 and December 31, 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. The grant date fair value is the basis for determining the amount of share-based compensation to recognize from the issuance of a share-based award. We record share-based compensation as an operating expense.
We recognize share-based compensation using the graded vesting method of attribution and account for forfeitures in the period in which the share-based award is forfeited. See Note 9 — Share-Based Compensation within our interim financial statements for further information on our share-based awards and the share-based compensation we recognized for the three and six months ended June 2026 and 2026.
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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. We therefore make estimates of the fair value of our ordinary shares on various dates for the purpose of determining the fair value of our ordinary shares at the date of the grant of share-based compensation awards to our employees as one of the inputs into determining the grant date fair value of the award.
Valuations of our ordinary shares were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, and with the assistance of an independent valuation specialist. 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; |
| ● | 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 determination of the fair value of our ordinary shares requires complex and subjective judgments to be made regarding our operating results, our unique business risks, the liquidity of our shares and our operating history and prospects at the time of valuation.
See Note 9 to our interim financial statements financial statements for the fair value and valuation approach of our ordinary shares estimated at different times prior to our initial public offering with the assistance from an independent valuation specialist.
Following the completion of our initial public offering and the listing of our Class A ordinary shares on the Nasdaq stock exchange, there is an active market for our Class A ordinary shares, so assumptions and estimates will not be necessary to determine the fair value of our Class A ordinary shares.
Recently Issued Accounting Pronouncements
A list of recently issued accounting pronouncements that are relevant to us is included in Note 3 to our interim financial statements.
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